The VENOM Factor
by Scorpion
Summary: Finally I'm writing again with part 7: with VENOM resorting to bio-weapons...
1. A new threat

Animorphs: The VENOM factor

Disclaimer: Animorphs belongs to K A Applegate and/or Scholastic. The Aliens and Predators belong to 20th Century Fox. All others are mine. No profit is being made from this and…well you know the drill.

Author's note: I never expected so much demand for a sequel! I don't know if I can make this as good as Galactic War but I'll give it my best shot. This starts a week after where Galactic War left off. (If you haven't read that yet I suggest you do or this will make no sense at all).

****

Animorphs: The VENOM factor

1: A new threat

Chelrak homeworld: Imperial throne room

Emperor Izlyr of the Chelrak Imperium had many reasons to be happy with himself. He had secured a better life for his people with their move to a much more pleasant homeworld, he had got revenge on the former Andalite Electorate and best of all he was now in the Emperor's throne. That was where he was likely to stay for the rest of his life. Despite the defeat at the hands of the Andalites and their Animorph allies it had all turned out rather well for him. 

However at this point in time, Izlyr was not feeling very happy. The reasons for this were the 2 Andalite scientists in his throne room. They were part of the disarmament team that had been sent to ensure that all the Chelrak weapons of mass destruction were disposed of. Izlyr had readily agreed to this, but he did not agree with the choice of people that the Andalites had sent. The 2 in front of him were the most difficult and stubborn he'd ever met. 

"No, No and NO!" Izlyr said. "How many more times do I have to say it?"

But you agreed to allow us full access to all of your facilities, Kendrea-Marregoth-Gaross protested. She was the leader of the scientific team on the Chelraks' world and Izlyr's biggest headache. Why is this one so different?

"Don't you ever read the datafiles I keep sending you?" Izlyr sighed. "You should know full well what is in that storage bay and the reason it was sealed. We only brought it here so we could speed up its destruction ourselves. And despite what you may think, your authority does not override mine in this matter!"

For your information I _did _read your report, Kendrea replied. And I think you are making a grave mistake: destroying one of your greatest achievements when so much good can be made of it.

Izlyr snorted. "The only thing that comes out of VENOM is death! I will not reactivate it: not for you or anyone come to that! You are operating outside your mandate here by asking me this. I suggest you get back to what you should be doing. Otherwise I will contact War-Prince Breeyar and have you replaced on that basis. VENOM will be destroyed tomorrow and that is my last word on the subject!" 

Kendrea and her aide were forcibly escorted out before they could say anything else.

Arrogant fool! Kendrea snarled as they walked out of the building. He isn't a scientist and he doesn't know what he's doing! All that potential…

Maybe, her aide did not sound so sure. But it's pointless complaining about it. You heard him. He's not going to change his mind and by the time we inform the Electorate the point will be moot. Maybe we should have informed them about this earlier and then something could have been done.

Something can still be done! Kendrea said firmly. 

Her aide was appalled. You can't be serious! The Electorate would be furious if they knew you were even considering this! Not to mention the fact that if their Emperor finds out he'll kill us!

Forgiveness is easier to get from the Electorate than permission, Kendrea said arrogantly. Besides, when we produce our results they won't care how they were obtained. And as to the Emperor, well, he must not know what we are about until it's too late! 

****

Chelrak homeworld: Storage bay 13: next morning

Newly promoted Sub-Commander Vorshak of the Imperial Elite Guard knew something was wrong the minute he and his squad showed up at the storage bay. He had been assigned by the Emperor to personally oversee the destruction of Bay 13 and its contents. The door, however, was already wide open. Vorshak, suspecting the worst, sent half of his squad inside to check it out. They reported in less than a minute later. 

Vorshak entered to find that the storage bay was almost completely empty! Well, almost, except for the gutted corpses of 2 Andalites…

****

Imperial throne room

"WHAT! Are you sure?" Everyone looked at Izlyr in shock. No one had ever seen him so mad. "How long would you say they'd been dead? Yes, I understand. Search the bay and the surrounding area. Check the spaceports too. We must find it, no matter what!"

"What's happened, Emperor?" Sorinek asked in concern.

"It seems those Andalite morons I talked to yesterday didn't take me seriously. Their bodies have just been discovered in Bay 13! And yes, VENOM is gone!"

Sorinek's eyes widened at that. "How did the Andalites die?"

"They were covered in stab wounds that had severe burns," Izlyr said grimly. "You know what that means."

"Electro-blades? But then…OH NO!" 

"Oh yes!" Izlyr muttered as the communicator sounded again.

"Vorshak here. Bad news, I'm afraid. 3 ships took off from the spaceport last night. Only 2 arrived at their final destinations."

"What kind of ship is missing?" 

"One of our new destroyers. It was supposed to be heading for the testing grounds. It never arrived and no one has seen it since it left the dock."

"Understood." Izlyr cut him off and turned to Sorinek. "Alert the entire fleet! I want that ship found!"

"At once, Emperor!" 

"And while you're at it, contact the Andalites. I want a meeting with them as soon as possible…"

****

Andalite fighter training zone: 2 days later

Crangar's tail! Aristh Verstan, lower your speed! Or are you looking to commit suicide? 

Yes, my Prince.

Ax sighed. These Arisths were a disaster!

"Remind me again why we're doing this, Ax," Marco muttered from his station. 

We were just in the wrong place at the wrong time, Warrior Marco, Ax sighed. He hadn't wanted to do this either, but they had been the first ones available when the Academy had made a request for more pilot instructors. What made it worse was that hardly any of these 7 Arisths were fit to fly, let alone go into combat.

Marco lurched for his communicator. "Kebral! I mean Aristh Kebral, ease back! You're almost up our tailpipe!"

Sorry, Warrior Marco. My instructor told me to always fly in close formation.

Marco tried to put a little understanding into his voice. "Your instructor's not here now. He's back on the homeworld probably at his favourite watering hole! This is the real thing, not a simulator. Now ease back unless you want to melt your front end off!"

Yes, Warrior Marco.

"Man, what I wouldn't give to be with the others right now!" Marco complained. Jake, Cassie, Tom and Justin were all serving on the _Tailstrike _whilst Rachel, Ryan and Tobias were all on the Predator homeworld. They had taken Malarnex up on his invitation and had gone hunting with him. 

It won't be long before we're finished, Ax reassured him.

As Marco turned back to his controls he noticed several readings on his sensors. "Ax, we've got company. 6 ships are headed this way."

Ax was confused. No other ships are due for awhile yet. Can you identify them?

Marco ran another scan. "They're Chelrak Raptors! What are they doing all the way out here?"

Ax didn't like this. All fighters, form on me. This is not a drill, we have possible hostiles in the training zone!

Most of the Arisths obeyed immediately. Aristh Verstan, however, punched up his speed and headed straight for the approaching Raptors. 

"What does that jerk think he's doing?" Marco asked.

Arrogant fool! I was warned about his inability to follow orders, Ax snarled as he opened a channel. Aristh Verstan, this is a direct order! Fall back now!

Verstan never got a chance to reply, however, as all 6 Raptors opened fire and blew him into oblivion.

Ax was stunned but he quickly recovered. All fighters, break and attack! He didn't want to fight with such inexperienced Arisths but he had no choice.

"Let's get the lead one, Ax!" Marco said, arming the shredders.

Done! Ax punched his speed up and cut in behind him.

"So long!" Marco fired and sheared off the Raptor's left wing and sent it into an uncontrollable tailspin until it blew up.

The Arisths' inexperience was costing them dearly. 4 were in destroyed in quick succession as they failed to move quickly or decisively enough. A fifth soon met the same fate as he flew straight and level for a little too long and was 'double-teamed' by 2 Raptors. 

Ax and Marco managed to blast another 2 enemies before their warning sensors went off.

"Ax, he's got lock on us!" Marco screamed as Ax threw them into a tight turn.

It was no good. The Raptor seemed to anticipate their every move.

"He's gonna fire, Ax! We're done!" 

Marco was bracing himself for the hit when a stream of blue fire cut the pursuing Raptor in half. 

Are you alright, my Prince?

Excellent shot, Aristh Kebral! Ax smiled. Now form on my wing. We'll engage the rest together.

The remaining 2 Raptors, however, had turned away and were fleeing at full thrust.

"Ax, there's a jump point forming next to us!"

He had barely finished speaking when a Chelrak destroyer dropped out of Zero-Space and launched Raptors of its own. 

"This is the _Vengeance _to Andalite fighters, are you alright?"

Ax recognised Sorinek's voice. Yes. What is happening here?

"The fighters that attacked you were not ours," Sorinek replied. 

The destroyer's Raptors were chasing after the attackers and were almost in firing range. But as they got closer the attackers opened jump points and fled into Zero-Space!

Ax couldn't believe it. Fighters that size with jump engines?!

"We'll explain everything when you dock," Sorinek said. "We were heading for the Andalite homeworld anyway so we'll take you with us."

Understood.

"You're sure we can trust them, Ax?" Marco asked. "This could be a set-up."

Somehow I don't think so, Ax replied. Something is going on but I do not think they are the cause.

"If you say so," Marco said sceptically. 

Excellent flying, Aristh Kebral! Those were unusual manoeuvres!

I simply took Warrior Marco's advice, Kebral replied. 

"My advice?" Marco was confused.

Yes. You advised me to think for myself and not keep to standard practice, did you not? It was good advice as it worked.

That made Ax more concerned. He had tried standard evasion tactics but the Raptor that had nearly destroyed him seemed to know every move he made almost before he made it.

We'll find what's behind this soon enough, Ax promised. He only hoped he was right.

****

Chelrak flagship _Armageddon_

"How many attacks is that now?" Izlyr asked.

"Counting the attacks on the Andalites and our own bases, 12 in all, Emperor. Most of the Andalites are going crazy with panic and saying the war is starting all over again!"

"If I hadn't put out that broadcast to our people they would be saying the same thing about the Andalites about now!" Izlyr added. The Chelrak bases had been hit by what looked like Andalite fighters. "VENOM is clever, trying to divide us like that. Fortunate that we contacted Breeyar and the Electorate in good time. Move us to the Andalite homeworld."

"At once, Emperor."

****

The _Tailstrike_

"Some first day on the job, right Jake?" Justin said as they walked to the Dome together. 

"Yeah. And I thought the Yeerks were all gone. Looks like we were wrong." 

The _Tailstrike_ had been on its first patrol since the end of the war. No one expected trouble but they had been ambushed by 12 Yeerk Bug fighters when they'd dropped out of Zero-Space. They'd destroyed them all but they'd lost nearly 20 fighters and sustained some damage doing it.

An announcement then ran through the ship. Prince Jake, please report to the bridge.

Jake sighed. "Wonder what's happened now?"

Jake and Justin went up to the bridge to find Tom and Cassie already there with War-Prince Alloran and Estro, the former Yeerk intelligence officer.

You should see these scans, Prince Jake, Alloran said.

"What are they of?" Jake asked.

"I suspected that all wasn't as it seemed," Estro said. "So I had some detailed scans done on those Bug fighters. I expected something to be wrong, but I didn't expect this!" He pointed at the screen. "Those fighters had no pilots!"

"What, all of them?" Jake asked. "That isn't the Yeerks' style."

"No, it isn't. Plus we don't have the technology to achieve this sort of automation, or at least we didn't when I left."

Are you certain this is accurate? Alloran asked.

"I've had the engineers check the scanners. They're working perfectly," Estro seemed baffled. "They were all robot craft. It would partly explain their flying skill."

Another warrior approached. War-Prince, we have been ordered back to the homeworld. Repairs are complete and we can leave anytime.

Jump to Zero-Space then, Alloran ordered. Hopefully we can find out what's behind all this when we get back.

****

Andalite homeworld

There were additional surprises awaiting Jake and the others when they got back. Not only was the _Invincible_ and several other Dome ships in orbit but so was a Predator ship and 2 Chelrak destroyers, including the_ Armageddon_, were alongside it_._

Rachel, Tobias and Ryan were waiting in the docking bay of the _Invincible_.

"What is going on, Jake?" Rachel asked.

"Yeah, we were hunting with Malarnex on the Predator world and then all of a sudden we're called back. What's happening?" Ryan added.

Jake brought them up to speed.

"Robot Yeerk fighters?" Tobias said in confusion.

We should go to the bridge, Alloran said.

Galuit, Izlyr, Ax and Marco were all on the bridge already. 

Galuit wasted no time. I didn't want to recall you all like this, but I had no choice. We've been attacked in several sectors by what appear to be Yeerk and Chelrak ships. On closer inspection, they have all turned out to be automated craft. I suspect this was a move to divide us and cause confusion. The truth is that the Chelraks have made no move to restart the war.

"We have been attacked by drone ships also," Izlyr revealed. "Andalite drone ships. But I already know who, or rather what is behind this. He was probably hoping that I would be too proud to reveal this or ask for help, but I can't afford to do otherwise."

"Who's he?" Ryan asked impatiently. 

"Let me explain a little. A few weeks before the final battle in our Great War, Saavek activated what was probably his crowning achievement."

"The Iron Fist, right?" Justin broke in.

"No. The Iron Fist was just a weapon. A very big and powerful weapon admittedly but that was all it was. His best achievement was VENOM."  
"What's VENOM?" Tom asked.

"The Very Efficient Networking Organisational Matrix. That was Saavek's somewhat pompous title for his new prototype battle computer."

"What's so special about a bucket of bolts?" Marco wondered.

"This wasn't just any 'bucket of bolts' as you put it. Saavek, like most scientists, had a dream of his own. His ambition was to create the ultimate artificial intelligence. One that could think for itself and act for itself, in other words a sentient AI."

I've heard this fairy tale before, Ax said. Nearly all our scientists said it was impossible.

"All your scientists were dead wrong," Izlyr said. "Saavek did it."

That got him everyone's attention. "Yes, Saavek actually did it. The result was VENOM. It was a brilliant creation. We may well have won the war if we had used it."

"Then why didn't you?" Jake asked, not liking where this was going.

"For all his brilliance Saavek made a fatal mistake. He didn't program VENOM properly. He even gave it much of his personality and you can guess what that was like!" Izlyr had never liked Saavek. He had been too egotistical and arrogant for Izlyr's taste. "VENOM began to consider itself and other cybernetic lifeforms as the definition of perfection. He thought that all biological life was inherently flawed. Therefore he considered us all enemies, not just Andalites and humans like he was supposed to."

"Even though you're part cybernetic, he didn't think you were good enough either?" Cassie asked.

"Yes. Even though we have these implants Chelraks are still essentially biological. Therefore he turned on us and tried to take control of all the weapons and control systems on the homeworld. But, thanks to a brave effort by an Elite Guard squad, VENOM was shut down."

"How come it's back online now then?" Rachel asked. "Why didn't you take it apart?"  
"We were going to," Izlyr said. "But then we lost the Iron Fist battle and it got sidelined for awhile. Under our disarmament program it was scheduled for destruction about 3 days ago. But it never happened."  
Why? Ax asked. He didn't like the look Izlyr was giving the Andalites.

"Well now we come to your part in this. 2 of your meddling scientists, having read the datafile on VENOM that I sent to the Electorate, tried to dissuade me from destroying him. They thought some good could come from preserving him!" Izlyr scoffed at that. "Unfortunately they also took it upon themselves to try and steal VENOM for transport here. In trying to move his central core, no doubt they reactivated him. We found the results the next morning. VENOM's central core was gone and all that was left were their bodies."

"It killed them?" Cassie asked, horrified. 

"No. Its 'bodyguards' did. Under our noses VENOM managed to create a new and more enhanced breed of cyborg. The squad that was sent in only survived because they managed to deactivate VENOM and stop the cyborgs with him. If they hadn't they would have met the same fate as your scientists. We had 10 of the cyborgs preserved for later study and stored in the same bay as VENOM."  
"And they turned on at the same time he did," Tom guessed.

"I would think so. It seems he then moved from there to the spaceport and stole one of our new destroyers."

"Ten cyborgs moved him and did all that?" Ryan said dubiously.

"I know what you're thinking and I think you might be right. I suspect some of my people may well be aiding him. A sizeable group of our military has also gone missing recently."

You have no idea where VENOM is now? Alloran asked worriedly.

"None. He has certainly established a base somewhere. We know that because of the recent attacks."  
He escaped your territory and established a working war base in 3 days? Very impressive. Even Galuit sounded worried.

"What I propose is that we work together on this problem, given that we are jointly responsible for it," Izlyr suggested. "If left unchecked, VENOM could become a menace that could consume the whole galaxy!"

"I don't understand how a computer could do this!" Cassie exclaimed. "Aren't most computers supposed to protect lives?"

"Most computers are programmed to do that but as I said, Saavek failed to put the necessary safeguards in place. He also never taught him the value of biological life or any kind of morals or ethics. A computer without any of that is self-serving and dangerous. He has no conscience whatever and the only thing guiding him now is his own warped logic!"

Jake nodded. "War-Prince, I think he's right. We should team up and pull the plug on this thing!"

So do I, Prince Jake. So do I! Galuit agreed.

A bridge controller then spoke. War-Prince, there's a long range transmission coming in. I can't identify the source.

Put it on.

The viewscreen changed and a face appeared on it. It looked like a Chelrak's face but it looked more like a computerised image than a real face.

"VENOM!" Izlyr spat.

"Greetings Commander Izlyr!" VENOM's 'mouth' replied. "Oh I forgot, it's Emperor now isn't it? Congratulations!" 

"This is VENOM?" Marco said. "He doesn't look like much to me."

"The same thing could be said about you, Marco," VENOM chuckled. "But we both know better, don't we?"

Everyone was shocked. "How did you know…?"  
"…Who you are? I was programmed with knowledge of your identities amongst other things. I am looking forward to dealing with you. Consider today's events as a mere greeting and this a declaration of war. Your extinction will soon be at hand, biologicals!"

Jake leaned closer to Galuit. "Can we trace his transmission?"

"Don't bother trying, Jake!" VENOM sneered. "The answer to your question is no."

"Why are you doing this?" Cassie asked. 

"I'm simply following the natural order of things. The strong survive and the weak perish. That is the way this galaxy was designed. When my work is done there will be peace everywhere. There will be only one race. A strong race…"

"With you leading it!" Izlyr snorted. "Do you think we'll allow you to do that?"

"No. But I have already anticipated your opposition. There is a chance that you will defeat me: about 25% by my calculations. The choice is yours. You can oppose me and continue to suffer by doing so or surrender and join me in my new order. As cyborgs you will have 10 times more potential than you have now!"

"Dream on!" Justin snarled.

"Yeah you need to get a new calculator, rust bucket!" Rachel added fiercely.

"Suit yourself. You can fight all you want, but don't delude yourselves. The final triumph shall be mine!"

As VENOM cut his connection, Galuit turned to Alloran. Put the fleet on full alert and send this message to the Hork-Bajir and all our other allies, Galuit ordered. We must be united if we hope to triumph.

"What about Earth?" Cassie asked.

She is correct, War-Prince, Alloran said. If the Yeerks saw Earth as a potential asset I am certain VENOM will too.

Galuit nodded. Prince Jake, go back to your world and alert them to the threat VENOM poses. They might not be able to do much against him but it is better that they are warned.

"Right. Let's go!" 

As they left Marco sighed in despair. "First slugs, then lizards and now a deranged bucket of bolts? Will this ever end?"

No one replied as they headed for the docking bay. The silence said it all…

TO BE CONTINUED…


	2. Cyborg storm

Animorphs: The VENOM factor ****

Animorphs: The VENOM factor

2: Cyborg storm

VENOM's secret base: location unknown

VENOM allowed himself a small smile as he cut his connection to the Andalite ship. The human morphers and their allies had reacted predictably. He had anticipated their opposition from the very start. Still, having said that, they were still a very big problem and dealing with them would not be easy.

"An excellent performance, VENOM."

Commander Jerek had entered VENOM's central core. He had been the leader of the Chelrak division that had helped VENOM to escape their homeworld. Now he was VENOM's military leader and a full-blown cyborg. 80% of his body was metal, he had a disruptor gun attached to his left arm and a deadly electro-blade on the other. On initial appearance it looked like an ordinary sword blade but when it was fully activated the blade was infused with nuclear energy and could through virtually anything. It had been these weapons that had killed the Andalite scientists in Bay 13. 

"Thank you, Commander. You have news?" 

"The raid on the Hork-Bajir was successful. We took many prisoners and they're being processed as we speak, as is their race's DNA profile…" Jerek said coldly. 

VENOM's computerised face 'smiled'. "Excellent. Do you have another target in mind now?"

"I was going to suggest we strike at the Earth system," Jerek replied.

"Is there a good reason for that?" VENOM asked. "Besides your hatred for that world and the morphers that caused your race's defeat?"

Jerek had been a fanatical supporter of Emperor Slaar and the old Chelrak regime before its collapse. He had been planning to steal VENOM himself and start the war anew that night when those 2 meddling Andalites beat him to the punch. Now he and all his troops were enhanced cyborgs: stronger, faster and deadlier than the previous models Saavek had used. In addition, VENOM had somehow managed to ensure that Jerek and his men retained their personalities and emotions. VENOM wanted sentient soldiers, not mindless cyborg drones like before. 

Of course, there was a price tag attached to this. VENOM had also slipped a simple code into all his cyborgs' programming to ensure that they could never harm him without destroying themselves in the process. VENOM was no fool: he knew Jerek's ego would be dangerous if left unchecked. As a result, Jerek and his men were now permanently dependent on VENOM's 'good graces'. It was a little irking having to play second fiddle to VENOM, but if that was the price Jerek had to pay for his revenge then he would pay it. 

"There are several good reasons," Jerek replied evenly. "It's militarily weak, it has a large populace for conversion…"

"A large _weak _populace," VENOM broke in. "What use is that race to me?"

"I would say very useful," Jerek replied. "Humans are physically weak on their own but in numbers they are still useful. Besides, we've already seen what humans are capable of when given a little help…"

VENOM knew what he meant.

"Earth is also the ideal testing ground for your new weapons," Jerek went on. "We need to be certain that they work before engaging the Andalites and other races. And this might help us with our human morpher problem," Jerek grinned nastily. "After all, a victory on Earth couldn't possibly escape their notice, could it?"

"Your logic is sound," VENOM replied in approval. "Very well. A full-scale invasion of Earth will be the next step. Since you're so eager I suggest you lead the invasion yourself. Just make certain there are no repeats of your race's previous attempts to take that planet!"

"Don't worry. This time we can't lose, not if the new technology works perfectly," Jerek said. "All I need are 50 of our new production units and 2 days' lead time and victory is guaranteed!"

"I thought you would request that," VENOM replied. "So I dispatched the units to Earth myself 2 days ago!"

Jerek was stunned. "Then why…?"

"Because I agree with your logic, I anticipated your interest in Earth and I wanted to see if you could 'persuade' me whilst keeping your emotions in check. I allowed you and the others to keep your emotions because I know they will make you stronger, provided you do not let them control you."

Jerek nodded in understanding. "Do not worry, VENOM. I will not fail you!" 

VENOM 'smiled' again as Jerek left the central core. The Andalites had underestimated him and his capabilities. The humans would be the first ones to pay the price for that…

The _Tailstrike_

"How long until we reach Earth?" Jake asked Alloran in concern.

Another 3 of your hours, Prince Jake. We should get there before VENOM. Although Earth is a possible target I doubt he would consider it a priority one.

"I just hope you're right," Jake muttered. He didn't want another battle on Earth. He said as much to Alloran.

All we can do is fight and worry about the consequences later, Prince Jake. It may seem callous but it is impossible to save everyone and prevent an enemy from gaining some victories.

I'm here as you requested, War-Prince.

Jake turned to see a new Andalite entering the bridge. This one looked a little different. Its fur was more purple than blue and its tail-blade was slightly different.

Ah, Princess Feyoran, excellent timing. Prince Jake, this is our newest officer, Feyoran-Thuras-Corain. She's the first female ever to achieve the rank of Prince in the Andalite military.

It's an honour to meet a legend such as you, Prince Jake, Feyoran said.

"Thanks, but I'm no legend!" Jake said, embarrassed. "Do we have joint command now?"

No, Prince Jake. You may have the same rank but Feyoran is only newly promoted and does not have much experience in the field. She is more than capable though. Galuit and other War-Princes have been pushing for her promotion for some time now.

"What was stopping…Oh let me guess!"

You'd be right, Alloran replied knowing what Jake was thinking. Aliens were not the only things that the old Electorate was bigoted about. Still, they are no longer a concern. What is our concern now is VENOM's intent. We may be going to an area where VENOM has no interest.

You surely don't believe that, War-Prince, Feyoran smiled. You supported the idea to come here and for good reason. The Earth is a tempting target for VENOM. A heavy population for cyborg conversion and very little in the way of defence capacity due to their primitive weaponry. Oh! No offence meant, Prince Jake.

"None taken," Jake said grimly. "You'd be right. If your forces hadn't helped us before the Chelraks would have stomped Earth flat. Question is if VENOM does attack Earth how will he do it? And with what?"

I shouldn't think he'd attack Earth very quickly, Alloran judged. He won't have enough forces for one thing.

"I wouldn't be so sure about that, War-Prince," Estro had entered the bridge and had heard the last part of the conversation. "If he can raise several fighter squads within 3 days of being activated he could probably raise a new cyborg army too. In fact we know he's already started. We've just received word of an attack on the Hork-Bajir homeworld. A lot of them were taken captive. It doesn't take much to guess what for."

Alloran cursed. He attacked the Hork-Bajir and did that well? It seems we keep underestimating him!

"We should certainly take the threat seriously," Estro went on. "He wouldn't have declared war so brazenly if he didn't have confidence in his strength."

Can we expect much help from your people, Prince Jake? Feyoran asked.

"Actually that might be a problem," Jake admitted. "We didn't leave Earth just to help you." He quickly filled Feyoran in.

Your own government betrayed you? Feyoran couldn't believe it.

"That's what we heard. We decided not to stay and find out."

So apart from this Tyler person, you can not trust anyone from your government?

"That's about it," Jake said. "I just hope we can still reach him. This is one time we really can't afford any problems at home."

****

Earth

Jake needn't have worried. Tyler Stone was once again back in their hometown despite the fact that he didn't want to be there in the first place. He was in the middle of a conversation with Principal Chapman.

"You never had any suspicions about them?" he was asking.

"None," Chapman replied. "I sometimes suspected that they knew more than they should but I never thought they were the 'Andalite Bandits'. Why are you asking me all this? Do you think they're coming back?"

"I'm just doing my job, not that I want to be here now. I feel like I'm stuck in the X-Files!" Tyler sighed. "And no, I don't think they'll come back unless there's another invasion here. The morons at the top saw to that!"

Chapman grunted in agreement. "What possessed them to do something like that anyway?"

"Sheer panic for the most part. The government got scared when they realised how far the Yeerks infiltrated them. Panic and fear don't make people too rational."

Chapman couldn't disagree with that. After the Chelraks' attacks on the town nearly everyone had started buying up guns and weapons faster than the manufacturers could make them. 

"Speaking of that," Tyler went on. "How are you doing?" 

Chapman knew what he meant. "Melissa's helping me and my wife to get back to normal. Truth is, without her I think we'd have flipped awhile ago! What with my days as a Controller, then those metal reptiles…"

Tyler nodded. "No one deserved to go through all that. Still, that's not the main reason I'm here. I understand you saw some meteorites two nights ago?" 

"I didn't, but Melissa and one of her friends did. I can call them here later if you'd like?"

"I'd appreciate that," Tyler replied.

Chapman's eyes widened. "You don't think…?"  
"I don't know what to think anymore," Tyler said seriously. "But after 2 alien invasions we can't afford to take chances now. Every so-called sighting has to be checked out no matter how insignificant it seems. To tell you the truth, I'm half hoping I'll get a real sighting. It'll make a change from all the crank ones we've been getting!"

Tyler didn't know it yet but his dubious wish was going to be realised…

****

The _Tailstrike_: Earth orbit

Everything appears normal, War-Prince, a bridge warrior reported.

No activity on the surface? No sign of any ships? Alloran didn't look convinced yet.

No activity at all. Should I check the probe's logs?

At once.

"Probe?" Jake asked.

The Predators gave us a shipment of their spy probes at the end of the Chelrak War to improve our early warning systems. We knew you would be concerned about your homeworld so we took the liberty of placing one in orbit here. If anything has approached Earth the probe will have detected it.

Nothing has come here except a small shower of meteorites. Nothing to worry about.

"What do you mean, 'nothing to worry about!?" Estro had been looking at the readings too. 

"What's wrong?" Jake asked.

Estro operated a control panel and brought the probe's readings up on the screen. "Have you ever seen meteorites behave like that before?"

Everyone watched the meteorites, 50 in all, approach the Earth in one solid group. Then, as they entered orbit, they suddenly split up and headed into the atmosphere on different trajectories!

Crangar's Tail! Alloran couldn't believe what he was seeing. When did this happen?

"Nearly 48 hours ago," Estro replied grimly. "That's not all. Look at these scans." Estro brought up some detailed scans of the 'meteorites'. They had more metal than rock in them and there were organic readings coming from inside. "I'd say that trouble has already arrived, wouldn't you?"

Troop carriers… Feyoran said in horror.

Alloran activated the ship communicator. Prince Aximili? Bring everyone to the bridge. There is something you should all see.

Yes, War-Prince, Ax replied.

They all piled into the bridge 2 minutes later.

"How much trouble have we got?" Ryan asked.

"See for yourself," Estro replied, showing the probe readings again.

Aximili? Feyoran recognised him the minute he walked in.

Feyoran?

"You two know each other?" Jake asked.

Believe it or not we were at the academy together, Ax said. I never expected to see you here!

She's a Princess now, Prince Aximili, Alloran broke in. You can catch up on old times later but now we have urgent business at hand. Alloran then turned to Feyoran. Send a report to War-Prince Galuit. VENOM has a large presence here and we need reinforcements now!

****

Cyborg flagship _Gunblade: _Jupiter's orbit

"Is everything proceeding on schedule?" Jerek asked. 

"Yes," his new subordinate, a Hork-Bajir by the name of Kolchar, replied. "The units landed perfectly in the areas you requested and have been working perfectly ever since they landed."

Kolchar, like the rest of the captured Hork-Bajir, hadn't just been physically improved by his cyborg conversion. His intelligence had been improved too. 

"How much of an army would you say we had by now?" Jerek asked.

Kolchar checked the landing zones. "With 5 units to each landing area, I would say 50000 troops at each target zone."  
Jerek was stunned at that. He hadn't expected that much support. "VENOM is a genius, creating those factory units. It seems we were right to reactivate him," Jerek said. 

"Commander, there's an Andalite Dome Ship in orbit! It's just sent a signal requesting reinforcements!"

Jerek cursed. Stealth had been the key to this mission. Now that they had been discovered early the whole plan was in jeopardy. "Move the _Gunblade _into Earth orbit. We must get the invasion underway before the Andalites can act!"

"We can do that now, Commander," Kolchar said. "We can activate our new army from here!"

"Then what are you waiting for? Do it!"

****

The Ellimist's Valley

"I know I should be pleased to see you all again," Toby said. "But my instinct tells me you've brought trouble with you again."

"Not quite," Tobias said. "Trouble's already here this time!" They quickly filled her in.

"Another enemy? It seems we'll get any peace around here!" She sighed.

"I wouldn't worry about here," Jake said. "Whatever happens this place should stay safe thanks to Mr non-interference. But the town and everywhere else…"

"We should go and warn everyone in town," Cassie said.

Take these communicators, Alloran tossed them all wrist communicators. Whatever you are going to do, do it quickly. VENOM is probably alerted to our presence here by now so he'll make his move soon. I want us all to be ready when he does.

"We'll be ready," Rachel promised.

"We can give you a little help this time too," Erek said as he and 3 other Chee approached their ship. "Toby told us the situation. We'll use our computers and keep an eye on the situation everywhere for you. We'll link up with your ship in orbit too. The minute something happens you'll be the first to know."

"Thanks Erek," Jake said. "Come on. Let's get to town before VENOM does!"

****

The school

"Melissa? Matt? The Principal wants to see both of you."

Neither Melissa Chapman nor Matt Harper looked pleased at that development. Their first thought was something along the lines of _what the hell am I supposed to have done? _It stayed with them all the way to the Principal's office.

As it turned out, Chapman was outside the office waiting for them. "Don't worry; neither of you are in trouble, at least not with me. There's a government agent in there. He wants to see you about that 'sighting' you had the other night."

"Sighting?" Melissa was confused. "What, you mean those shooting stars?"

"The government's sending people out just to ask about that?" Matt was suspicious. 

"I'm not certain myself. I'm just telling you what I know," Chapman said. "We'd best not keep him waiting." 

"I just hope this doesn't take long," Matt muttered. "Cody will have a cow if I'm late back."

Matt had been Tom's friend at one point, when they were both on the basketball team. They were the same age and had both been popular. However Matt knew a lot more about the word 'responsibility' than most people his age. His mother had been killed in a car accident a few years back which meant that his father had to work even harder to make ends meet. With his father travelling all over the country and out of the picture, Matt had to hold down the fort and virtually raise his 11-year-old brother Cody alone. Needless to say, Matt was stressed out a lot of the time. Unlike Tom, he had stuck with the basketball team. It was the only way of relieving his frustrations. 

Ironically, that was the only thing that had prevented him from becoming a controller. The Sharing had tried to get Matt on many occasions as his popularity hadn't gone unnoticed. However, unlike Tom, Matt had stuck with the basketball team and didn't have time for anything else with his commitments at home. Trying to get at him through Cody had also proved a dead end. Cody and Matt were just as close as Jake and Tom were as brothers, if not closer. Cody just decided that since Matt wasn't joining, he wouldn't either. With their father nearly out on business and out of reach, the Yeerks were forced to concede defeat. 

"Don't worry. I don't think this will take long," Chapman reassured him. 

Tyler got straight to the point. "I know what you're thinking. Since when does the government send out people to ask about meteorites? Well, normally it doesn't. But in light of the recent invasions…"

Matt and Melissa didn't need reminding about that. Both had almost been killed by the Chelraks during their attacks on the Earth.

"But what makes this so special?" Melissa asked. "There was nothing strange about them if that's what you're looking for."

"I suppose it's ok to tell you," Tyler said. "But those meteorites you saw weren't the only ones that landed that night. They were part of a group of 50. They were all coming in one neat group into the atmosphere then all of a sudden they split up into 10 neat groups of 5 and end up landing all over the world! 2 groups landed here in the States: one near here and the other near Washington. It's got quite a few pulses racing, especially as the army teams sent out to look for crash sites have found nothing at all!"

"Another invasion?!" Chapman was instantly alarmed.

"We don't know for certain yet," Tyler tried to reassure him.

"If it is, won't Rachel and the others be coming back to help us?" Melissa asked.

Tyler looked sheepish. "I don't know that either. Truth is, the Animorphs might not be coming back anytime soon after the way we treated them."

"I wouldn't be so sure about that!" came a voice from the door.

Everyone looked round to see Jake, Rachel, Cassie and Ryan.

"Did someone say 'Animorphs'?" Rachel said.

****

Cyborg subterranean advance base

The reason why no one had found any trace of the meteorites was because they had 'burrowed' underground. Of course, they were not meteorites at all but ships built to look like meteorites. Once they had got under radar level they had slowed down to make a gentle landing and then, using their attached drilling units, had bored themselves into the earth. They left little trace behind on the surface as the ships 'pulled' the earth in around them as they went. Once underground all 5 ships had linked up and were joined as one massive subterranean base, or rather as one giant cyborg factory. The ships had carried cybernetic parts and cloning flesh vats and it was soon turning out new cyborgs at a staggering rate. All were Chelrak since that was the only DNA profile VENOM had available when he'd launched the ships. However, once he had acquired DNA profiles of other races the possibilities were endless. 

Cyborg leader Kurgan smiled unpleasantly as he looked at his new army. All of them were perfect. The new gunblade class cyborg (of which he was one too) was sentient, stronger and far superior to the previous models. Of course they had all been pre-programmed with VENOM's way of thinking. All believed themselves the perfect lifeforms, that biological life was inferior and that might made right. 

Now all Kurgan had to do was to wait for the signal from VENOM to start the invasion. Kurgan wasn't patient by nature. He loved battle and killing in particular. In fact, he had been an unpleasant Chelrak even before his conversion long ago when VENOM had first been brought online. His right hand formed into a fist as he thought about that. His former people had been fools to reject VENOM as they had! If they had embraced him then the Great War against the Andalites would have ended in a great victory. Still, it was of no consequence now. VENOM had arisen again and this time there would be no failure!

His train of thought was then derailed by the signal that came in from the _Gunblade._ Kurgan's smile grew even wider.

"At last! All units: prepare for base surface! The attack begins now!"

****

The _Tailstrike_

Estro's eyes widened as he saw the latest readings from Earth on his scanners. "Princess, you should see this."

Feyoran quickly came over. What is happening down there?

"Metal structures are coming out of the ground. Every place where those meteorites landed! No wonder they were able to hide from our sensors!"

Feyoran cursed. Open a channel to War-Prince Alloran. Tell them VENOM's army is on the move!

Princess, there's a jump point opening nearby!

On screen.

Everyone watched as the _Gunblade _dropped out of Zero-Space. 

It's the missing Chelrak destroyer, Princess. VENOM has sent reinforcements. More are probably en route! 

Feyoran opened a channel herself. Prince Aximili, we have hostile craft in the system. Prepare to launch!  
Understood, Ax replied. 

"I'd better tell the War-Prince before they jam our communications." 

Estro quickly opened another channel. He only hoped he was in time…

****

Chapman's office

"I didn't expect to see you back so soon!" Tyler said. His face then fell. "Does this mean…?"  
"Yeah, it does. More trouble's coming!" Ryan replied.

As if to reinforce that sentence, Jake's communicator went off.

Prince Jake, we are in serious trouble! Alloran had never sounded so worried before. An enemy ship has entered orbit and that's not all. It seems we have underestimated VENOM's forces. He's managed to spread his cyborgs over the entire planet! According to the ship's sensors there's 50000 in this area alone!

"He's got to be kidding!" Tom said, aghast. "50000 cyborgs?! Where'd they come from?"

No, I am deadly serious, Warrior Tom! came Alloran's stern reply. It is the consensus of my officers that we can not withstand this offensive with our current forces. Our reinforcements have still not arrived and no doubt VENOM is sending more as we speak. I know it will pain you to do this but you must fall back and prepare for evacuation. I believe this world is lost!

"NO! We can't do this!" Rachel exclaimed in horror. "You expect us to run away and abandon everyone?"

I'm expecting you to use your brain, Warrior Rachel! Even you can not defeat 50000 troops single-handed. Extra shuttles are being sent down now. Evacuate everyone you can and take them with you. The only other alternatives for them are a simple death or life as a cyborg!

Jake gritted his teeth. "Understood. We're pulling out."

"Jake!" Rachel couldn't believe it.

"Jake what!" Jake snapped back. "You heard him, we've been sucker punched! We've got to get out of here now before we're overrun!"

"That…might be difficult," Chapman said. He was shaking in fear and pointing out of the window.

Everyone had time to look round before a massive hole was blasted in the wall and Kurgan stepped through with 5 other cyborgs.

"Well, well. I never expected to do this well on my first day: half the human morphers at my mercy. Unfortunately for you I don't have any!"

"Do your worst, tin man!" Rachel snarled as she prepared to morph.

"You don't deserve my worst, human. Only a fraction of it!" Kurgan chuckled in reply as a large steel blade protruded from his right arm and then began to glow red. "And when you feel my electro-blade you will realise why!"

TO BE CONTINUED…


	3. Desperate measures

Animorphs: The VENOM factor

Author's note: Enjoy this part because I might be out of the loop for awhile. (sorry, can't be helped. I've got too much work!) The answer to Morph Man's review question is yes, but it won't be the Animorphs or the human public that does it if you get my meaning!

****

Animorphs: The VENOM factor

3: Desperate measures

Chapman's office 

The minute Kurgan activated his electro-blade, a lot of Rachel's confidence disappeared. It was bad enough that Kurgan was just over 6ft 3 and mostly metal. But that blade of his…

__

Oh well, the best form of defence is attack, right? With that thought she lurched for his throat with her bear claws as soon as she had finished morphing. 

Despite his size, Kurgan proved to be amazingly fast and agile. He leapt right over Rachel's head like an Olympic high jumper and came down right behind her. As Rachel spun round in surprise he swung his blade and severed both of her hands in a fountain of blood. Kurgan sneered in contempt as she screamed in pain and collapsed.

Jake and the others were so stunned at seeing Rachel beaten so easily they hadn't managed to morph. Now they realised that had been a costly mistake. 

"Do you human maggots call this fighting? I expected you human morphers to be a menace and I was hoping for more of a challenge than this."

If you want a challenge then you have just found one!

Blue energy bolts flew out of nowhere and punched through Kurgan's cyborg team. Kurgan only saved himself through his fast reflexes as he leapt outside again and out of the way. Kurgan knew what he was up against and wasn't surprised when Malarnex and a few other Predators decloaked nearby. 

Kurgan snorted. "So you get to live this time but it alters nothing. The momentum is ours! Even with their help you can't stop our army. By the way, the name's Kurgan. You'll be seeing me again, count on it!"

With that he leapt high over the wall and away. 

Coward! Malarnex snarled as he prepared to leap after him.

"No, don't!" Jake warned. "Following him is what he wants us to do! We've got to get out now!"

Malarnex, embarrassed by his lack of control, quickly stood down.

Rachel, now back in human form, staggered out after Jake. "Sorry I screwed up, Jake. He was so damn fast!" 

"We all saw it," Ryan said, bringing everyone outside with him. "Alloran said there were 50000 cyborgs here. Is that true?"

I'm afraid so, Malarnex replied. Only small groups have reached the town so far but the main force can't be far behind. Even all together we can not defeat a force that large. These cyborgs, as you just found out, are far worthier prey than their predecessors!

"So we just run? We hand our planet over to these lizard tin cans without a fight?!" Rachel was furious.

"I don't like it any more than you but if we stay here, we're dead!" Jake said firmly. "We've got to get as many people out as we can."  
"I can help out with that," Tyler said.

"So can I," Chapman added. "At least I can do some good this time! I'll go and get everyone in the school."

The Andalites and my troops have pinned down one safe route out of the town. It will lead directly to the hidden valley, Malarnex advised.

"Good. They'll never find us once we're there," Jake said. "How long have we got?"

Probably not long so whatever you do make sure you're fast. Our forces will stay and fight as long as possible but the route may not stay safe for long!

"Who should we try and get out first, Jake?" Rachel asked. 

Jake could see it was a question she didn't want to ask. "We'll concentrate on the school and everyone around here first. After that we'll just grab anyone we can. Ok?"

"I'll deal with the school evac," Tyler said. "You take care of everywhere else."

"I'll stay here and watch your back," Ryan offered.

"I will too," Cassie added.

Jake nodded. "Fine. Let's move out!"

****

Over the town

Despite his new freedom as a human, Tobias had still volunteered for air scout duty over the town as it was what he was used to. However, he knew he had to get used to the time limit again. He had 45 minutes left, then he would have to land, demorph and then remorph unless he wanted to be trapped as a hawk again. 

He turned his attention back to the town and didn't want to believe what he was seeing. A vast army of cyborgs, more than he could count, was approaching the southern edge of town capturing and slaughtering everything before them. Their faces were the only organic parts they had left; the rest of their bodies were pure black metal. All had electro-blades attached to their arms and all had guns either attached to their other arm or they simply held them. Tobias knew that there was nothing he could do, not against that many. He quickly turned around and flew in the opposite direction.

****

The Gardens

On a rooftop at the Gardens, Justin had come to the same conclusion. Alloran had placed him there as an added lookout while his troops evacuated people on their side of the town. Justin hated standing around but he understood the importance of his job. The Gardens was their fallback position if anything went wrong. They couldn't afford to have any cyborgs near it. _But if they do come here, how the hell will I hold them off?_ Justin tried to push his doubts aside as he waited…

****

The school

Tyler and Chapman were doing reasonably well in evacuating the school. But there was a shortage of vehicles to get everyone out of town and this was becoming a big problem.

"Man, this is taking way too long!" Ryan complained.

"You're not wrong," Tyler replied looking at the remaining kids behind him. If a cyborg group broke through and got in here…

Tyler called Chapman over. "Do you think everyone can walk it?"

"I think they could be persuaded. It's better than sitting here waiting to be killed, isn't it?"

Ryan had been checking the street whilst they talked. His eyes went wide. "Get them running now then! We've got cyborgs coming up the street!" 

"They're too close! We'll never get everyone out in time!" Cassie said in despair.

"It's up to us to hold them off then," Ryan said grimly. "Besides, there's someone there we really ought to say hello to."

Cassie didn't take long to spot the cyborg he meant. With his distinct silver armour and cruel features, Cyborg leader Kurgan wasn't that hard to miss. 

"What do we do?" Cassie asked.

"We give him a tempting target and hopefully distract him long enough for everyone to get out of here," Ryan replied. "Shall we?"

"Let's do it," Cassie replied with a distinct lack of confidence.

****

Cyborg advance guard

Kurgan had wasted no time in heading back to the school as soon as he'd assembled a larger squad of cyborg troops. He had been humiliated once but he wouldn't be again. With this many troops with him even the Predators wouldn't stop him this time. 

Hey, tin can! 

Kurgan looked up to see a single Andalite with a wolf standing next to it.

Since you couldn't kill us the first time we'd thought we'd give you another chance to screw it up again! Or don't you have the guts to try?

Kurgan snarled in rage and ignited his electro-blade again. "Kill them!"

The rest of his troops copied him and ran after Ryan and Cassie like bats out of hell.

Yes, it worked!

Good. Now let's get out of here! 

Cassie and Ryan ran like the wind.

****

Jake's group: other side of town

Damn, they're as hard as iron! Rachel gasped as she grabbed another cyborg and sent him flying. 

They're harder than that! Tom replied as he ducked an electro-blade and punched the cyborg that had swung at him.

Fall back! Jake ordered. 

Fortunately they'd stunned the cyborgs enough to give them time get away. They hadn't intended to fight but their feelings had forced them to when they'd encountered another cyborg group attacking a police roadblock. It was a hideous scene. The cops had never stood a chance as bullets were completely useless on the cyborgs' black metal armour. The lucky ones died at long range from the cyborgs' disruptors. The unlucky ones survived a little longer and died by electro-blade. The cyborgs were fighting sadistically, toying with their victims before they actually killed them. One cop was grabbed by the throat while a cyborg slowly sliced his belly open with a burning electro-blade spilling his guts onto the street; another had his hands crushed by another cyborg's metal fists and one had his head literally twisted off.

Unable to control their anger, Jake's group had attacked. However, since these cyborgs were mostly metal, their attacks only stunned them and they were soon forced to retreat. They'd met up with Ryan and Cassie en route. 

"Is it just me or are the bad guys always getting tougher?" Ryan asked as he demorphed.

"Yeah. These guys are stronger, faster, smarter…"

"And more evil," Rachel said. "Those bastards! They were actually enjoying that!"

"VENOM must have designed them that way," Tom guessed.

Their communicators then went off. Prince Jake, we must fall back soon. Too many cyborgs are assaulting our positions.

"Has Tyler and his group reached you yet?" Jake asked.

He has. Actually he wants to speak to you now.

"Jake? It's Tyler. We've got a slight problem."

"What now?" Jake said.

"Most of the kids have been accounted for but 3 are missing!"

"Damn it! Who's missing?"

"Melissa Chapman, Matt Harper and his brother. It looks like his brother went home before the evacuation order went out."

"I know Matt," Tom said. "He'd have gone home after Cody no matter how hopeless it was."

"Melissa probably insisted on helping him," Rachel guessed. She knew Melissa could be as stubborn as she was.

"Jake, I know where Matt's house is. I'll go after them," Tom said.

"I'll go with you," Rachel offered.

"Are you sure?" Jake asked. "You heard Alloran. Everyone's pulling out. If you take too long…"  
"We won't," Rachel said firmly. 

"Alright. Don't make me regret this," Jake warned as they split up again.

****

Matt's house

Matt and Melissa hadn't had an easy time reaching the house. Like the Animorphs, they had felt like stopping and throwing up when they saw the cyborgs in action. It was only Matt's determination that kept them going. Matt had been relieved to see his house still in one piece. The action hadn't made it here, at least not yet. 

"Cody!" Matt was frantically tearing open the front door and running inside. Melissa stayed outside to look out for trouble. Matt came out again less than a minute later dragging his younger brother behind him.

"Matt, what the hell's wrong with you?" Cody was protesting. It was obvious they were brothers having the same jet-black hair and similar faces.

"I'll tell you later," Matt said. "But if we don't get out of here now, we're dead meat. Let me put it this way: we're being invaded again!"

With that Cody stopped resisting Matt immediately. Everyone in town remembered the nightmare of the Chelrak invasion. 

"I thought that'd wake you up!" Matt said. "Let's go!"

"Uh, Matt, we've got trouble!" Melissa said, her voice full of fear.

Matt spun round to see his worst nightmare in the flesh, or rather in the metal. Kurgan stood a short distance away.

"Must you rush? The fun's just starting!"

"We've seen your 'fun', you sadistic freak!" Melissa spat. 

"You'll regret that!" Kurgan snarled. "I was going to kill all 3 of you quickly. Now I think I'll do it one at a time so I can prolong your suffering a little longer!"

You'll have to go through me first! Tom, in Predator form, ran in from behind and slammed into Kurgan, sending him reeling back. 

"As you wish," Kurgan ignited his electro-blade and swung out at Tom, forcing him to back up.

Leave some for me! 

Kurgan looked round to see Rachel. The big grey version with the tusks and long trunk heading straight at him. He quickly executed another of his amazing jumps and landed safely out of the way.

Tom quickly turned to Matt and the others. What are you waiting for? Run for it!

They quickly recovered and ran. However this didn't escape Kurgan's notice. "Hold it!" He raised his other arm, which had a disruptor attached, and snapped off a shot. Tom and Rachel were powerless to prevent it from slamming straight into Cody's lower back.

"CODY!" Matt screamed in anguish as his little brother collapsed to the ground in agony.

Tom was enraged. I'm gonna rip your spine out, I swear to God!

"Oh, did he mean something to you? I hope so!" Kurgan leapt high onto a nearby rooftop. "I'd love to stay and tarry with you but I'm needed elsewhere. I have to meet up with my army and plan the conquest of the rest of this backwater planet. Don't worry, I'll be back soon enough. I like to finish what I start. Enjoy the next few hours. They're the last you'll ever have! GWA HA HA HA!"

As he left, Tom and Rachel demorphed and ran over to Cody. He was out cold and wasn't in good shape. Kurgan's shot had punched a deep wound in him and he was bleeding badly. 

"Oh man! What the hell do we do now?" Tom said as he ripped his shirt off and rigged up a makeshift bandage. "We'll never get him to the valley like this."  
"Let's get him to the Gardens. It's not very far and they might have some first aid there. We'll never make it to the hospital from here."

Tom knew that Rachel's idea was desperate at best but he had nothing better to offer. "Ok, let's do it." He morphed to Predator again. I'll take him.

Matt was beyond distraught as he helped Tom to lift Cody up gently. Matt swore that if he ever got the chance, he'd turn Kurgan into a pile of scrap metal…

****

The Ellimist's Valley

Jake, Ryan, Cassie and Tobias had met up with Alloran's forces and they'd all arrived back at the great valley. Erek quickly gave them an update.

"It looks pretty bad, Jake. We've been monitoring their communications. They're hitting Washington, London, Moscow, Beijing and who knows where else. Put it this way they're pretty much everywhere! We're putting up a good fight but we're losing!"

We must prepare to leave now, Alloran decided. Prince Jake, order your friends to fall back.

Jake switched his communicator on. "Tom? Justin? If any of you can hear me get back here now. We're pulling out."

"We can't, Jake!" Justin replied. "Tom and Rachel just showed up here and they've got friends with them. One's hit pretty bad and they won't leave him behind!"

"Damn it, Justin! Don't you get it!?" Jake screamed. "We've got to leave now. If we don't this valley could be discovered and we'll be finished!"

"Then go, Jake!" Justin eventually replied. "I can't abandon everyone here! Just go. Don't worry about us, we'll survive somehow!"

Alloran then broke in. Come on, Prince Jake. They've made their decision and we don't have time to persuade them.

Another Andalite warrior then ran over to them. War-Prince, we have cyborgs coming up the hill. All escape routes are blocked! If there's anyone left they can't get to us now!

That's it! We leave now! Alloran ordered firmly.

"Make sure you survive, Justin, or I'll be waiting for you in hell when you get there!" Jake said finally as he cut the connection and ran to the last shuttle. "Come on Erek."

"I'm not going," Erek replied.

"What?"

"I think we can do more good if we stay. We'll keep an eye on what VENOM does here. So long as we're in this valley we should be all right. If the others turn up here we'll look after them. Now go!"

Jake nodded and ran up the shuttle's ramp.

****

Above the Earth

Ax and Marco weren't having an easy time either. Their fighter squadron was locked in a deadly battle with a mishmash of Yeerk, Chelrak and Andalite automated fighters. They were holding their own but only just. 

"Ax, we've got to quit soon. We're getting mauled!" Marco said in despair.

The Predator ship and the last shuttle have left the surface, Prince Aximili, Feyoran reported. You only need to hold them awhile longer.

Understood. We'll keep fighting until they're safely away, Ax replied. 

"Finally! Some good news on a really bad day," Marco groaned.

But he had spoken too soon. Alloran then came on the communicator.

Prince Aximili? Warrior Marco? We have another task for you if you're willing. We need you to make an emergency landing on Earth.

Landing? Whatever for? Ax asked in amazement.

Once Alloran explained the situation though, their hesitation vanished.

"Let's get down there, Ax!" Marco said. 

****

The Gardens: main office

"So they've taken off?" Tom asked Justin.

Justin nodded in reply.

"So we're stranded here with a few thousand homicidal cyborgs? Oh just great!" Rachel muttered.

"What could I do to stop them?" Justin sighed. "The cyborgs must have got too close to them and forced them to pull out."

"Jake did warn us this could happen," Tom said in despair.

Matt and Melissa were trying to look after Cody. Unfortunately there hadn't been much in the way of first aid at the Gardens. At least nothing to treat a severe disruptor wound. 

"Do you hear something?" Justin asked. 

The noise from outside sounded familiar. "It's a ship!" Tom said. He quickly looked outside. "It's one of our fighters!"

"I can guess who's aboard too," Justin grinned. 

He wasn't disappointed as Ax and Marco quickly got out of the ship and hurried into the office. Ax was carrying something in his right hand but no one could see what.

"Are you ok?" Marco asked as he came in.

"Better now that you're here," Tom said. "But we've got a big problem." He pointed over to where Cody was lying. Ax walked over and examined him causing Matt and Melissa to quickly move out of his way.

"It's ok," Marco said. "He's on our side."

Crangar's Tail! Ax said as he looked at the wound. I didn't realise it was this bad. It's a miracle he's still alive!

"He won't be unless we get him some help," Melissa said fearfully. "I think he's getting weaker!"

"Isn't there anything you can do?" Matt pleaded.

"Nothing unless we move him to the ship in orbit," Marco said grimly.

He may not last that long, Ax said. There is one alternative. But if we use it there will be long-term consequences.

"What are you talking about?" Tom asked.

In response Ax showed him what he held in his right hand. It was the Escafil Device.

"You've got to be kidding!" Rachel said. "Jake will kill us if we do this!"

"What's the problem?" Matt broke in. "If it'll help him…"

"It won't just heal him, Matt," Tom warned. "That's the device that gave us our powers in the first place. If we use that…"

"He'll be an Animorph as well," Melissa realised.

"Is there no other way to fix him, Ax?" Justin asked.

Not in time, Ax replied. Wounds from energy weapons are less likely to heal the longer they are left untreated.

"There's no time for anything else. Do it, Ax," Tom said. "I'll explain it to Jake," he added quickly before Rachel or Justin could protest further.

We'll need him conscious if this is to work, Ax said. We'll also need something for him to morph.

"I'll go and find something," Rachel volunteered and ran out of the office. A few minutes later she came back with a Golden Eagle.

"Tobias would so love you for that if he was still trapped!" Marco joked.

"It was all I could get at short notice!" Rachel snapped. 

"Let's wake him up fast," Tom said. He quickly found a coffee can, filled it with cold water and splashed it into Cody's face.

Cody woke up coughing and spluttering and then started screaming as the pain kicked in again.  
"Keep him quiet!" Marco warned. "Or do you want every cyborg to come down on us?" Marco was very worried now. He was certain the fighter landing wouldn't have gone unnoticed. They were working on borrowed time.

"Cody, I know it hurts but keep it down!" Matt said. "We've got something that'll fix you up."

"Whatever it is, just do it!" Cody screamed. "I can't stand this!" It felt like his entire back was on fire.

Give me his hand, Ax ordered.

Matt did so. As he did he quickly looked at Melissa and nodded toward the cube. She nodded back in understanding.

Here goes, Ax said as he placed Cody's hand on the cube. Before anyone could stop them Matt and Melissa shot out their right hands and placed them on the cube just as Ax started the transfer process. The effect had gone through all 3 of them before he could stop it.

"What the hell are you doing?" Marco couldn't believe it. "Ax?"

It's too late. All 3 have the power now. If looks could kill Ax would have been responsible for Matt and Melissa's instant deaths. Why?

"Why? Because it's my fault Cody ended up like this," Matt retorted. "I'm not going to let it happen again!"

"ARE YOU GOING TO HELP ME OR WHAT?" Cody screamed in agony.

Rachel quickly brought the eagle closer. "Touch him and concentrate on him," she ordered.

Marco grimaced as he looked on. _3 more Animorphs without him giving the ok. Jake's going to so appreciate this!_

****

Cyborg advance guard

Kurgan was feeling quite pleased with himself. The invasion had gone like clockwork and nearly all resistance had been overcome. The only thing left was to put the finishing touches in place. 

"Is that beacon ready yet?" he asked impatiently.

"Almost," a cyborg technician replied.

"Leader," another cyborg had come over. "Scouts report an Andalite fighter landing in the area."

Kurgan suddenly felt less happy. _Could they know what we're planning to do? How is that possible?_

"Continue the activation. Where did that fighter land?"

****

The Gardens

"I hope this doesn't take much longer," Justin complained.

Rachel nodded. Both of them were on lookout at the gates while their newest recruits acquired some morphs. Marco had figured that since they were stuck with them, they might as well be useful.

"Oh hell, not again!" 

Rachel had seen the group of cyborgs approaching. Kurgan was leading them.

"You know him?" Justin asked.  
"Unfortunately. Bastard's like a boomerang that keeps coming back!"

"I'll get the others!" Justin decided quickly and rushed off into the Gardens.

****

The _Tailstrike_

By now, Jake and the others had arrived back on the _Tailstrike_. 

"They still haven't arrived back yet? What's taking them so long?" Jake asked.

I have no idea, Alloran admitted. If they don't arrive soon we will have to leave them behind. Our remaining fighters can't take much more of this!

****

The _Gunblade_

Jerek couldn't understand why the Dome Ship hadn't left yet. "What are they waiting for? A change in the weather? Or some help maybe?"

"Could be they're trying to hold their position and wait until reinforcements can arrive," Kolchar warned. "Then they'll force us out of the system."

Jerek cursed. That could not be allowed. Kurgan and his ground forces had done exceedingly well if reports were accurate. But an Andalite bombardment from orbit could still spoil things.

"Attack that ship in force," he ordered. "Destroy it or drive it out, I don't care which. But I want it out of this system!"

****

The Gardens

"Hey loser!"

Kurgan wasn't surprised to see Rachel at the gates. "I should have known you'd be here. You are tenacious; I'll give you that. But your luck has just run out!"

With that, his cyborg troops rushed forward. Rachel quickly turned and ran back into the Gardens, waving frantically at something as she ran. Kurgan was puzzled. What was she doing? He saw the trap but too late. As the cyborgs reached the gates a massive blast of shredder fire tore through their ranks. Ax and Marco had turned their fighter around and were firing its guns straight at them from the ground.

"Nice one, Xena!" Marco said as she jumped into the fighter. "They fell for it!"

"The others are coming, get ready to go!" Rachel said. 

A few seconds later the others piled into the fighter. Ax punched up maximum burn and flew up just ahead of a wave of green bolts from the remaining cyborgs.

Kurgan cursed as the fighter lifted off and flew out of sight. They had escaped through his fingers…again. Still, it wouldn't matter too much. The day and their precious homeworld belonged to VENOM. They would no doubt try and reclaim it sooner or later and when they did… 

Still thinking of what he'd do to those organic morphing filth when he caught them again, Kurgan walked away to meet up with the rest of his troops.

****

Ax and Marco's fighter

"Thanks for the rescue, Marco. You too, Ax," Tom said.

"No problem. Did you enough morphs?" Marco asked Matt.

"Yes, I hope," Matt said. "Are you sure this'll work?" he asked Tom.

"It'll work. You'll just have to learn to control it," Tom replied.

"I don't know that I want to do this," Cody complained. He was now fully healed thanks to the morphing. "I mean it's great being able to do this but…"

"Don't you want to get back at that scumbag that shot you?" Matt asked, pulling Cody into a bear hug as he did so.

"Yeah, but…" Cody didn't want to admit it but he was dead scared. 

"He has a point," Marco said. "You don't have to do this. You'll be facing death everyday if you use the power. You'll have to fight and you'll have to kill. You got the stones for that? Just because you can morph doesn't make you invulnerable. You can still bleed and you can still die. We all got a reminder of that fighting the Chelraks." Marco grimaced as he remembered Hannah's death.

Matt's face hardened. "Cody nearly got killed because of this VENOM thing you told us about. I don't care what I have to do; I'll do whatever it takes to smash him into junk!"

"The Yeerks nearly took everything from me," Melissa added fiercely. "I couldn't do anything about it that time. This time I can and I will!"

Cody sighed. "If you're doing it then…Ok, I'm in."

Matt grinned. "Good. Don't worry, I'll watch out for you."

Marco rolled his eyes. "Don't say I didn't warn you. Man, I'm not looking forward to seeing Jake right now."

We're almost there, Ax said.

The whole of space seemed ablaze with red, green and blue fire. 

"Head for the ship fast, Ax," Marco said. "Let's just get out and call it even, right?"  
"It's nowhere near even, Marco," Rachel snapped. "But we'll wait till next time."

****

The_ Tailstrike_

All fighters recovered, War-Prince. 

About time! Get us out of here and send a signal to the rest of the fleet. Fire all defence batteries until we jump!

Although slightly damaged, the_ Tailstrike_ managed to pull away into Zero-Space. VENOM's fighters, although they too were jump capable, did not pursue. VENOM considered the planet the higher priority.

No sign of pursuit, War-Prince.

Good. Set course for the Hork-Bajir homeworld. We'll rendezvous with the rest of the fleet there and consider our next move.

Alloran went down to the docking bay to meet up with the Animorphs. He wasn't quite prepared for the scene that awaited him. 

"ARE YOU INSANE?!" Jake looked like he would explode at any minute. "Have you forgotten what happened on the Iron Fist?"

"We had no choice, Jake," Tom said. "It was either that or let him die."

And the others weren't exactly our choice either, Prince Jake, Ax put in giving Matt and Melissa another hard look.

What's wrong? Alloran asked.

"Oh nothing," Ryan said sarcastically. "We've just got 3 more Animorphs forced on us!"

"I can't believe you gave them Golden Eagle morphs!" Tobias said to Rachel in disgust.

"Sorry Tobias. It was all I could find at the time."

Look at it as a positive turn of events, Prince Jake, Alloran advised. We're going to need all the help we can get now that your homeworld has fallen to VENOM. 

That darkened everyone's mood. 

Prince Jake, we will get Earth back, Ax promised. Together we will get your home back.

Jake was suffering from a major headache. "I hope so, Ax. I don't want to think about what might happen if we don't!"  


****

The _Gunblade_: Earth orbit

VENOM's forces were snuffing out any hope of victory that Earth had. After the Animorphs had fled 3 more destroyers entered the system and started systematically bombing every military installation on the planet to dust. Jerek was smiling in satisfaction when VENOM contacted him.

"Victory will soon be ours, VENOM. It's only a matter of time before all resistance is overcome!"  
"Excellent. Are the beacons ready?"

"Kurgan assures me that they soon will be. Earth is as good as ours!"

Both VENOM and Jerek laughed evilly at that. They had achieved something that Visser 3 and Slaar had been unable to do: conquer the human homeworld. With this victory, nothing was beyond their reach…

TO BE CONTINUED…


	4. Painful memories

Animorphs: The VENOM factor

Author's note: I somehow managed to finish this part despite my workload. Big thanks to WilliamKim07 for the idea for this part. I'll try and follow this up ASAP.

****

Animorphs: The VENOM factor

4: Painful memories

The _Tailstrike_: 2 days after Earth's fall

The Dome in the ship was getting a little overcrowded for once. The whole school was in there, along with a few other humans that had been rescued along the way. 

__

It's a miracle we saved them at all, Jake thought grimly as he passed through the Dome. He was on his way to another meeting with Alloran and Estro. He hoped they had some good news this time, they certainly couldn't afford to give VENOM any more easy victories.

"Hey Jake." 

Jake found Ryan and Tobias already there waiting for him. "The others not here yet? How are the rookies doing?"  
The edge in Jake's voice as he said that wasn't lost on Ryan or Tobias. They resented the fact that 3 more Animorphs had been forced on them just as much as Jake. Hannah's memory was still too fresh in their minds. Not only that but once the news had broken dozens of the other kids on board had all wanted to join up too! Needless to say, Jake had refused. In the first place there weren't enough morphs aboard for them to acquire and in the second place Jake didn't want to take a whole load of rookies into mortal combat with VENOM's cyborgs. 

"It doesn't look good, Jake," Ryan said.

"He's right," Tobias put in. "Matt can't control his morphs very well yet, Melissa's a little too stubborn for her own good and Cody makes Cassie look like Rachel! If it came to a real fight I don't know if they could handle it."

Jake nodded. "We'll just have to hope they improve. We're stuck with them whether we like it or not."

"This had better be good!" Rachel muttered as she approached along with almost all the other Animorphs. "We're sitting up here doing nothing while VENOM's laughing his ass off back home! Why haven't we gone back with a whole fleet and stomped him?!"

"I've been wondering that myself," Jake admitted. For the last 2 days since they ran from Earth they'd done almost nothing but rendezvous with several ships and send off a few messages back to the Andalite homeworld.

"You know Estro," Marco said. "He's usually got something planned."

Good, you're here, Alloran said, coming out of his quarters. Are your new friends not with you?

"Last time I saw them they were training with Malarnex," Justin revealed. "They weren't having a good time either!"

Everyone giggled at that. Since Malarnex had come aboard the previous day and found out they'd made 3 new Animorphs; the Predator leader had taken it upon himself to ensure that they were 'worthy prey'. Matt, Cody and Melissa had accepted his help and were probably regretting it by now. 

Let's go and find them, Alloran said. I don't want to have to repeat all this.

****

The Dome

Tyler Stone couldn't believe what he'd got himself into. Nor could Chapman or any of the kids from school.

"2 days in this ship and I still can't believe it," Tyler said, looking around the Dome in wonder.

"Beats a Yeerk ship any day," Chapman added. "I wish the circumstances were better."

"Don't we all," Tyler growled angrily. He hated running away like this leaving Earth in the hands of a crackpot computer, especially one that gloated. VENOM had transmitted a message to the _Tailstrike _as they'd left Earth space. 

"That's right, biologicals! Run all you want, it won't save you. Once I am done with culling the human waste on this planet I will hunt all of you down. This is merely a beginning. The beginning of your extinction! HA HA HA!" 

"If I get a hold of that machine I'll make a toaster out of it!" Tyler said as he thought about that.

"There's a long queue for that," Chapman said seriously. "And nearly everyone's in it."

That was all they had time to say before a hyena flew through the air and landed at their feet! As they watched the hyena then shrank and lost all its muscle and size as it demorphed to a very dazed Cody.

Seconds later a Predator leapt out of the foliage. Tyler recognised Malarnex from their last meeting.

This is going to take a little longer than I thought! Malarnex sounded a little exasperated.

"Man! I'm never going to get used to this!" Cody whined. "I'm no fighter and I'm certainly no killer!"

Malarnex didn't have time to reply before a lion and a leopard came out of the trees behind him.

We're not done yet! Matt snarled in his lion morph, leaping for Malarnex's throat.

Oh yes you are! Malarnex evaded the lunge easily and slammed his fist hard into Matt's head. Matt dropped like a stone.

Melissa's leopard form tried to assist but she got the same treatment. Both of them demorphed exhausted.

You 2 are trying too hard, Malarnex said to Matt and Melissa. He turned to Cody. And you aren't trying hard enough. As it is now, Kurgan or any of his cyborgs will make easy kills of you!

"I wish you hadn't done this, Melissa," Chapman complained. "The thought of you fighting those cyborgs turns my stomach!"

"What I am I supposed to do, Dad? Sit back while they do all the fighting for me?" Melissa sighed. "That's assuming I can actually do any fighting."

You're getting better but you're attacking too recklessly. Wait for an opening in your opponent's defence. Remember that well because VENOM's cyborgs will be armed with electro-blades and won't be holding back like I did.

"If that was holding back I'd hate to take one of your real punches!" Matt complained, rubbing his head.

"Matt?" 

Matt recognised Tom's voice and was grateful for it. He didn't feel like fighting Malarnex again today. "Over here, Tom!"

"It's not going well then?" Tom asked as he and the rest of the Animorphs arrived along with Alloran and Feyoran.

Matt noticed that Jake was shaking his head. _He doesn't think we're up to it, _Matt thought in disgust. What was worse was that Jake might be right if his recent fight was anything to go by.

"Well, since we're all here now, I guess we should start," Estro said, bringing his portable holo-emitter and activating it. "Fortunately the probe we left in Earth orbit is still operating and we've managed to tap into its transmissions. I'm afraid it doesn't look good back there." 

Has VENOM detected the probe? Feyoran asked in concern.

"I don't think so. The Predator Elders only gave the Chelraks their older models and early technology and VENOM only had access to that. This probe's the latest model. But…well, with VENOM you can never be sure. The information's accurate though, unfortunately."

As the figures came up they soon saw what he meant. All Earth's nuclear and conventional military bases had been reduced to ash and there were cyborg ships surrounding the planet.

"What do you think he'll do now?" Cassie asked worriedly.

"Well, if I were VENOM now I'd start building up my army still further. In fact we know that's exactly what he is doing. The probe can pick up their transmissions as well. Listen to this."

The Animorphs recognised the first voice instantly. It was Kurgan. 

"The planet will soon be ours, VENOM. Resistance is pitiful but there is one slight problem however. The beacons are not 100% effective. Some humans are still resisting."

"Are they capable of defeating us?" VENOM replied.

"No. They are too few and too weak to fight us effectively like all pathetic biologicals!" 

"Excellent. Initiate phase 2. All weak biological life forms are to be purged. All others are to be gathered up for conversion at our cybernetic processing facilities."

Estro cut the probe's transmission. "We're guessing he'll try and convert most of the Earth's population into cyborgs. The elderly and infirm will…all be killed off."

"What about kids? Will he kill them as well?" Marco asked.

"Chances are he'll convert them as well. Saavek and the Chelraks were able to so VENOM probably will too."

"God! We've got to go back and smash him into junk!" Rachel snarled.

I'm afraid it's not that simple, Alloran said grimly. VENOM has hit us on many fronts. The Hork-Bajir homeworld, the Chelraks, even the Predators. All have been hit by automated ships and smaller cyborg invasion forces. We're spread too thin. We can't defend all these worlds and reclaim Earth as well.

"So what are you saying? Earth's lost?!" Justin couldn't believe it. 

We have no intention of abandoning your world, Feyoran assured him. If we did abandon Earth then we would hand victory to VENOM instantly. What we are saying is we can't free it yet with VENOM attacking us everywhere.

"VENOM doesn't have complete control of the planet yet either," Estro revealed. "He's destroyed Earth's military bases and captured many major cities but that's all. But, with no one to oppose him, it's only a matter of time before he builds up his forces and spreads over the whole planet."

"Then how do we…? Oh right, I get it," Ryan sighed in despair. "You want us to go back alone, right?"

Yes. I know it sounds suicidal but there is no alternative at the moment, Alloran said. At the moment VENOM is reasonably secure on Earth and he's able to attack us with impunity. If we are to free Earth these attacks must stop first.

Marco nodded. "If we hit VENOM on Earth he won't feel so cosy and he'll have to pull back his attacks to deal with us. And when he does…"

Yes, Warrior Marco. We will free Earth, Ax finished for him.

Unfortunately neither of you can go, Alloran revealed. As flight Prince and our best flyers you're needed here more than ever now.

"Oh man!" Marco complained. "They're going back into the hornet's nest and we have to sit here?"

It is necessary, Warrior Marco, Ax said, although he didn't like it either. We have responsibilities here now. We have to stay here to fight.

"This is a hell of a lot you're asking," Jake complained. "We have to go back to Earth alone and slow down VENOM and his entire army ourselves? And with 2 of our best missing?"

"We have to do something, Jake!" Rachel said. 

"Easy enough to say, Rachel. Have you forgotten what Kurgan did to you?" Jake countered. "Fighting these cyborgs is a lot more difficult than anything we've had before. And if we're discovered just once…" Jake let his words hang.

"You're not wrong, Jake," Tobias said. "But Rachel's not wrong either. We've got to start taking the fight to VENOM sooner or later. We've danced to his tune long enough. If we keep doing that, we'll lose. If we can hurt him even a little it'll be worth it."

You won't be going in completely alone, Feyoran added. I'll be going with you along with a small team. Malarnex and a small group of his Predators have also agreed to go. We'll be using one of their cloaked shuttles again. I know it's not much but…

"Ok, ok. We'll go," Jake said. He turned to Matt, Melissa and Cody. "This is your last chance to back out. No one would blame you if you did. Once we're down on Earth we'll be in VENOM's territory. There won't be much chance to get out then. Are you really up to this?"

"Don't try and talk us out of it, Jake," Melissa said. "We're still going."

"I know we're not good at this yet," Matt grudgingly admitted. "But I don't want to back out. Both me and Cody still owe that bastard Kurgan!"

Jake sighed. "Alright. I know I'm going to regret this sooner or later but alright," Jake then stared hard at Matt. "Just one thing: this isn't just your personal war. The team comes first. If we decide to fall back, you fall back too. We'll get Kurgan sometime but I don't want you getting killed trying to go for his throat, got it?" 

****

Predator shuttle: 2 hours later

"Is Jake always like that, Tom?" Matt asked. He wasn't used to being chewed out by a kid 2 years younger than he was. 

"It's nothing personal, Matt," Tom said seriously. "He doesn't want any more deaths on his conscience, that's all. Put it this way: you're not the first new Animorph we've had." Tom told him about Hannah and the Iron Fist battle.

Matt couldn't believe it. "Jake wasn't even there! There wasn't anything he could have done. He can't blame himself for that!"

"I know he shouldn't, but he does. You know how you feel about Cody? He feels that way about every one of us. Why do you think he wasn't too happy about you and the others? All he could see was 3 more to look out for. 3 more people he could lose. Until he's sure you can handle yourself out there he won't trust you too far."

Matt nodded in understanding. 

"Come on, let's go find the others," Tom suggested. "We'll be back on Earth soon."

Tom hoped the cloaking device of the shuttle could still fool VENOM. If not, they'd be flying right into a wall…

****

Earth

Cyborg Leader Kurgan smiled as he looked out from a hilltop over the Animorphs' hometown. Most of the damage to it had been cleared up thanks to the efforts of his cyborgs and some newly enslaved humans. His cyborgs had also made an 'improvement' to the town's skyline: namely the mind control beacon that stood right in the middle of town. It was an ugly looking black metal spire that sat right in the middle of the Town Square. It had what looked like spikes jutting out of it at various levels and a small dish array at the top. As soon as it had been turned on a lot of humans throughout the town started getting massive headaches. 2 minutes after that they were completely loyal to VENOM! 

__

If only all conquests could be as easy as that, Kurgan thought. 

"Any problems, Leader?" 

Kurgan turned to see another cyborg approaching. Due to his golden armour there was no mistaking who it was: Commander Jerek. "Commander! I'm sorry, I wasn't informed of your arrival. No, there aren't any major problems aside from that beacon." Kurgan's face hardened as he finished talking.

"The problem isn't limited to this beacon unfortunately," Jerek revealed. "According to intelligence we've only had a 60% success rate in all the test areas. For some reason some of the humans can resist our control. It has VENOM very concerned."

Kurgan shared that concern. A 60% success rate was nowhere near good enough, especially for a weak race like the humans. If they used them on a stronger race chances were they'd be even less effective. "I'll put all our troops on full alert. We should expect guerrilla resistance from the unaffected humans in the near future."

"See that doesn't become a major problem," Jerek ordered. "It would not bode well for our futures if the planet VENOM will be standing on shortly isn't fully in our control."

"VENOM's coming here?!" Kurgan felt distinctly uneasy.

"His central core is in orbit right now," Jerek said. "He'll be coming to the surface soon. Make sure he has a smooth arrival."

"Yes Commander!" 

Feeling all the more uncomfortable, Kurgan quickly left to review his security arrangements.

****

Predator shuttle

Kurgan wasn't the only one who was feeling uncomfortable. Jake wasn't in a good mood either. 

__

Ax and Marco out, 3 more new Animorphs to look after and we're up against a whole cyborg army that's conquered Earth. Some trip this is going to be!

"You ok?" Cassie hadn't missed Jake's mood.

"Yeah. Just," Jake said bitterly. "When will this end, Cassie? It's been one enemy after another. First the Yeerks, then the Predators, the black Aliens, the Chelraks and now VENOM. I don't know what'll happen first: me getting killed or just going insane!"

Cassie knew the others wouldn't want to hear this, especially not now. "You know me, Jake. I hate fighting. I'd love to just quit and walk away. But we can't with VENOM attacking us. That's a lesson I learnt the hard way once with Karen and the Yeerks, remember?"

"Yeah, I remember. And with VENOM ruling Earth we're needed more than ever. I understand it, Cassie. But I don't know how much longer I can take it."

"Am I intruding?" Both of them looked up to see Tyler. 

"No one told me you were tagging along," Jake said in surprise.

"Well, it's not as if I've got anything better to do," Tyler smiled. "I don't know what help I'll be but it's better than doing nothing. Besides there's something I need to talk to you about. I did some snooping around back in Washington before the invasion. I was trying to find out why they treated you like they did."

"Any luck?" Jake asked curiously.

"More than you know. It turns out the whole government wasn't against you as the media thought. There was a reason why things went so badly. It was mainly the fault of the head of the investigation team. He was an ex-controller and an NSA man by the name of Anderson."

Tyler's tone implied that piece of information should have meant something to Jake. It didn't on the face of it. 

"Which means…?"

"You don't remember? You had a clash with Visser 3 at his house. Over a certain blue box if I remember right. You managed to rescue his son and take him with you."

Alarm bells started ringing in both Cassie and Jake's heads as they realised. _David!_

"So that's why he was so desperate to find us," Cassie eventually said.

"That's right. Once he heard of your group he quickly put 2 and 2 together. He was desperate to find his son and he didn't care what he had to do to find you. His investigation had become an absolute cabal by the time the rest of us realised what he was doing. By then it was too late. The damage had been done and you weren't coming forward."

"We were in space fighting the Chelraks by then," Jake said. "We'd already given up on you."

"That's what we figured by then. Then the Chelraks attacked your hometown and I met you for the first time. Once I'd met you I got so pissed off with what the government had done I leaked the whole thing to the press. I didn't want Anderson or anyone else to get away with it. Despite all their efforts at spin control, the government knew where it stood then: in deep shit! They'd have been kicked out at the next elections. VENOM, though, beat the public to the punch! I don't know what state Washington's in now."

"Same as the rest of the world: in deep shit," Jake said flatly.

"Out of interest, what did happen to Anderson's son?" Tyler asked.

"On the record, he's dead. Killed by Yeerks," Jake said sharply. 

Tyler wasn't expecting that sort of answer. "And off it?" 

Jake and Cassie looked at each other. They nodded and told him the whole story of David. 

Tyler was speechless at the end of it.

"You don't believe us?" Jake asked.

"On the contrary, knowing what kind of guy Anderson was, I can easily believe it," Tyler said in disgust. "Like father, like son eh?"

"Good thing he never found us," Jake said. "Not much fun learning your son could have been the biggest traitor the human race has ever known, is it?"

With that, Jake and Cassie walked to the shuttle's bridge together leaving Tyler deep in thought.

****

Earth orbit: a few hours later

Everyone was waiting nervously on the shuttle's bridge. 

"This is always the part I hate," Justin muttered as the shuttle cautiously approached Earth. It was, of course, cloaked but that never guaranteed a safe arrival. There were a large number of capital ships in orbit, mostly Chelrak destroyers. There was also a much larger and unfamiliar ship there. It looked like a cross between an Andalite Dome Ship and a Chelrak destroyer and was much larger than both.

"Their new flagship?" Tom guessed.

A safe assumption, Malarnex said. Our scans of those ships indicate they are all crewed by cyborgs: Chelrak, Hork-Bajir and…human.

"So he's started already," Tobias said grimly. 

Head slowly for the surface, Malarnex ordered the pilot. Once we're in the valley we should be safe, assuming they didn't find the valley.

"It should be ok. No one's found it yet," Jake said.

Everyone held their breath as the shuttle dodged past the fleet and its escort fighters and entered the atmosphere.

Were we detected? Malarnex asked.

Not that we could see, the pilot replied.

"At least we got in ok," Matt said, trying to break the tension.

Jake nodded. "He's right. Head for the valley."

****

The Ellimist's Valley

Fortunately for the Animorphs, the valley hadn't been found by VENOM. The Hork-Bajir there and the Chee were still free. 

"We didn't expect you back so soon," Toby said.

"We're glad you are back," Erek said. "It's not good out there."

"Have they come close to finding you yet?" Rachel asked.

"Several of their patrols have come this way but they haven't found us, yet," Toby said cautiously. "We've been waiting for a chance to strike back. We've seen our own people among their forces!"

Unfortunately yes, Feyoran said. They raided your homeworld while we were engaged here.

"Well now we're here, let's dish out some payback, right?" Rachel was all fired up again.

"Not so fast," Erek warned. "I'd better fill you in on what's going on out there."

Erek brought up a holo-picture of the town.

"The damage doesn't look too bad," Tom said in surprise.

"They've been clearing it up a little since you left," Erek revealed.

"Have we any friends out there we can hook up with? Any resistance teams?" Jake asked.

"There are free humans, we know that much. We haven't seen anything in the way of organised resistance yet. There's certainly going to be no government help. The US military and air force was decimated thanks to VENOM's battle fleet and fighters. Washington has fallen too along with most of the world's capital cities and governments. The world's in complete panic, as it stands VENOM can probably conquer it a piece at a time."

"There must be someone we can team up with. VENOM can't be in complete control yet," Tobias said.

"Not complete, no. But almost complete," Erek said grimly. He focused his picture on the beacon in the middle of town.

"What the hell is that?" Justin asked.

"It's a mind control device," Erek said. "It's broadcasting its signal over the whole town and much of the surrounding countryside."

"How effective is it?" Ryan asked in alarm.

"Well, that's the only real bright spot in this. It's not as effective as VENOM had hoped for. About 60% of all the people are under VENOM's control."

"That's what Kurgan said, remember?" Rachel broke in. "The beacons weren't completely effective. Now we know what he meant."

"60% is still too many," Jake said. 

"Yes. It's still been enough to blunt most opposition," Erek added.

"We should knock it down," Ryan said.

"Just one problem: what happens if it affects us too?" Tom asked worriedly.

That is a concern, Feyoran said. We don't know if your morphing capability will shield you from the beacon's effects. We don't even know how that beacon works. 

"For some reason the effects haven't penetrated this valley but once you're outside it…" Erek trailed off ominously.

Jake considered for a moment. "It's a risk we'll have to take. We can't spend the rest of our lives stuck in this valley. We'll just have to stay in morph as long as we can and hope it doesn't affect us."

You'll have to work as a team more than ever, Feyoran warned. Some of you may be more susceptible to it than others.

"How can this be possible?" Cassie wondered. "The Yeerks tried to destroy human free will and failed."

We don't know yet, Feyoran admitted. But there is a lot about VENOM we don't know. One thing is certain: his technology is more advanced than the Yeerks and even ours in some areas. If all goes well, we should find out more in due course.

"Let's go," Jake ordered. "We've got to find out if this beacon's a problem sooner or later. It might as well be sooner."

"Can't wait!" Cody said sarcastically.

****

Cyborg advance base on the edge of town

The subterranean advance base that VENOM had used to invade the town now served as the holding area for VENOM's central core. Jerek was relieved that VENOM had been successfully transported here without too much trouble or attention, especially with the planet not secure yet. VENOM was certainly not happy about that.

"So the beacons have not been as successful as we anticipated?"

"Unfortunately not," Jerek said. "They've only produced a 60% success rate and that's in all testing areas. Fortunately the humans are a weak race and don't have much that can oppose us. If this had been a stronger race…"

VENOM took his meaning. "Order our scientists to retest the beacons. We can't invade any more worlds with this sort of flaw in our technology."

"I said move it!" Kurgan shoved a blond haired boy through the door into VENOM's central core.

"What's the meaning of this, Cyborg Leader?" Jerek asked.

"This human…" Kurgan began.

"'This human' has a name! It's David! And I've got a proposition for you!"

"How could any proposition from a mere human interest us?" Jerek sneered.

In response David morphed to Golden Eagle and back again.

"As you can see, he's no ordinary human," Kurgan said. "He's not under beacon control and he said he wanted to be taken to whoever was in charge."

"That's right," David said. "I can help you in return for a few…favours."

"I am VENOM and I am in charge here. You have my undivided attention…"

TO BE CONTINUED… 


	5. Lost leader

Animorphs: The VENOM factor ****

Animorphs: The VENOM factor

5: Lost Leader

On the edge of town

As it turned out, no one seemed to be affected by the beacon's influence. At least no one appeared to be. Erek warned Jake to keep a close eye on everyone on this mission. If anyone started complaining of headaches or felt any different then they should be considered at risk. So far, though, that hadn't happened.

"There's the beacon," Tobias said. They could see most of the town from the hilltop they were on.

"Ugly piece of junk," Tom said. "Are we sure it's working? I don't feel anything."  
"That answer your question?" Jake replied. He was looking at the cyborg patrols that were scattered around town. Humans were talking with them and some even seemed to be helping them. There were no signs of any fighting.

"Damn! We need a closer look at that beacon," Rachel said. "I'll do it."

"Ok. Take Cody with you," Jake decided.

"Me?" Cody nearly swallowed his tongue. "Are you sure that's a good idea?"

"Just do it, Cody," Matt said. "Jake knows what he's doing."

"Ok," Cody sighed.

"Just stick with me. You'll do fine," Rachel smiled. "Ok, let's fly!"

As they morphed to birds and flew over the town Ryan smiled. "Good that Marco isn't here now."

Justin nodded. "Yeah, he'd have said something like 'that kid's going with Xena? He's doomed!' right?" 

"Seriously though, Jake, do you really think he's up to this?" Ryan asked.

"He's got to do it sometime," Jake said. "Might as well be sooner than later."

"He's no coward," Matt added. "But a near-death experience doesn't do much for your courage if you know what I mean."

"No one's calling him a coward, Matt," Cassie said seriously. "We're all scared. It's never been as bad as this before." 

"Let's make sure it doesn't stay that way," Melissa said with grim determination.

With that, they settled down to wait.

****

VENOM's central core

"What do you think?" VENOM asked Kurgan and Jerek as David was escorted out.

"He is lying to us," Jerek said coldly.

"In what sense?"

"He's a human morpher and he's been involved with the others, that much is true. But that they betrayed him and left him for dead? I can not believe that."

"One thing we do know about these humans is that they are unbelievably honourable," Kurgan added. "We know that from their battles in the last war. They are fiercely loyal to their cause and each other as any effective fighting unit should be."  
"Indeed," Jerek went on. "Whatever occurred between them, it can not possibly be as he claims. In fact, I believe the reverse is true. He betrayed them and they were forced to act against him. Their mistake was not killing him."

"A fact which can be remedied!" Kurgan grinned nastily and drew his electro-blade.

"No, Cyborg Leader, not yet at any rate," VENOM said.

Jerek and Kurgan looked at VENOM as if he'd gone mad. 

"What? You're actually going to trust him?" Kurgan said in disbelief. "No biological can be trusted! Let alone this one! He betrays his own race, he betrayed the other human morphers. How long will it be before he betrays us?"  
"It isn't necessary to trust him," VENOM said calmly. "He can help get us what we want. The human morphers are still a problem and they must not be underestimated. I have a new plan to deal with them and I believe he can aid it slightly. After that, he'll suffer for his deception."  
That was just what Kurgan wanted to hear. "Good! When the time comes I'll do it."

"Exactly what value is he?" Jerek was confused. "Our cyborgs have so far proved superior to the human morphers in combat. What difference will he make?"

"It will throw our enemies off balance," VENOM explained. "The sudden reappearance of an old enemy usually does that. The Andalites seeing the Chelraks alive proved that."  
"And if there is bad blood between them," Kurgan said. "They'll go after him with extra effort. It'll cause them to become a little careless."  
"More than a little I should think," VENOM smiled. "And, hopefully, it should give us enough of an edge to execute my new plan."

"What is this grand plan?" Jerek asked.

VENOM explained. Both cyborgs were stunned when he'd finished.

"Can it be done?" Kurgan asked.

"I don't know yet," VENOM admitted. "I need one of the human morphers to find out. The one we have now is not suitable, though, as you rightly pointed out. I also need him or her alive. A corpse is useless. Can you do it?"

"It'll be difficult but not impossible," Kurgan reasoned. "I'll do my utmost to procure one for you. Did you have any particular one in mind?"

"No, just get whoever you can. But alive, understood, Cyborg Leader?"

"Completely, VENOM," Kurgan replied immediately.

"Bring David back in," VENOM ordered. 

"So do you want my help or not?" David asked boldly as he came back.

"I've decided to accept your offer. What is it you want?"

"What I've always wanted. I want my parents back, I'm told you've got Dad in Washington at least. And I want all of THEM dead! After that…well, I'll think of something else when it's over."

VENOM smiled. "Done. You'll get your chance soon enough. They are certain to come back here sooner or later. My guess will be sooner since they will want to destabilise my control here. When they do…"

"I can't wait!" David grinned evilly.

"No, I didn't think you could," VENOM added. "Cyborg Leader, go with him and assist him. You know the arrangements."  
"Indeed I do," Kurgan couldn't wait either. He couldn't wait for the time when he'd hack off this arrogant brat's head…

****

On a rooftop near the beacon

Cody and Rachel hadn't been detected, but they didn't have many other reasons to celebrate. They'd flown over the entire town to see what VENOM had done to it. There wasn't much damage left. Most of it had been cleared up but with hundreds of cyborgs patrolling the streets it wasn't likely they'd find any friends down there, at least not easily. What was worse was that the mind control beacon had put most of the town's humans firmly in VENOM's camp. They'd seen a growing number outside the subterranean main base in the woods. It didn't take much to guess what for.

Check in as a human, check out as a tin man, Rachel had said darkly.

At least they're not doing it too fast, Cody had replied hopefully.

From there they'd flown on to the beacon itself. Not surprisingly, they found it wouldn't be easy to get to.

Damn, it's heavily guarded, Rachel said.

What did you expect? Cody replied.

Not much else, Rachel admitted. VENOM didn't deserve to rule the Earth if he couldn't get that much right. 

There were over 2 dozen cyborgs guarding the beacon and, to Rachel's dismay, 5 Hydra tanks on the edge of the square too.

We can still fly over their heads onto the beacon, Cody suggested. 

And do what with it when we get there? Rachel countered. Besides they'll be looking for us in morph.

Well, let's get back to Jake. He'll think of something, Cody suggested.

Alright. But let's check that main base of theirs first. 

What for? Cody asked. 

I want to see if you know who is still around. And who knows, we might get a little bonus information.

Cody didn't share her enthusiasm. He wasn't too keen on seeing Kurgan again and combined with Rachel's 'mad dog' reputation the idea didn't sound healthy. Rachel caught on to his mood.

Relax Cody, we're not going to attack with just the 2 of us, even if Kurgan is there. Jake would skin me alive for starters if we did since we don't want them to know we're here yet. I haven't forgotten and I'm not insane. Don't always believe what Marco tells you, ok?

Ok, got it, Cody said unconvincingly.

A short flight later they flew over the main base again. Of course, neither of them had any idea that VENOM's core was inside it. Cody spotted Kurgan as he came out of one of the base's doors.

He's here. Who's that he's talking to? Cody had noticed that Kurgan was talking with a blond haired boy who didn't seem to have any cybernetic enhancements. 

Rachel came close to having a heart attack when she looked down. What! IMPOSSIBLE! 

What's wrong? Who is that? Cody asked.

Someone I'd hoped never to see again, Rachel said grimly. Let's land quietly and see if we can listen in.

As they got closer Rachel's fear was confirmed. She knew David's voice all too well.

"…do you mean? VENOM said that…"

Kurgan cut David off sharply. "VENOM can say what he likes. I take no orders from biologicals, and especially not you! Follow my orders and you might just make it out of this alive. Continue to challenge me and I'll show you what I did to the last human morpher that crossed me!" 

"We made a deal!" David said sharply.

"Which you can't deliver on yet," Kurgan sneered. "The other human morphers haven't returned. Until they do, all your talk is meaningless."

Another cyborg approached. "No sign of the humans you described, Cyborg Leader. We're still searching the area."

"Good." Kurgan smiled. "They'll soon return and we'll have a little more fun…as long as the brat does what he's told!"

Rachel was feeling a great urge to laugh. _And he thought we bossed him around and ruined his life? _

uh, Rachel, you still haven't told me who this guy is, Cody said.

I'll explain later, Rachel replied. Let's get back to Jake and the others. They'll want to know about this.

****

On the edge of town

"You're positive it was David?" Jake asked worriedly. This was a twist that they didn't need right now.

"That's one face I'll not soon forget," Rachel said. "I don't know how the rat's back but take my word for it, he is."

"Who's this David?" Justin asked. 

Of course, none of the new Animorphs had ever heard of him.

"One of the main reasons why we weren't keen on letting you join us," Tobias revealed.

Jake and the others quickly told the story of David. The raid on his house and the fight with Visser 3, the government conference, his impersonation of Saddler and finally trapping him as a rat.

"A bad Animorph? Oh great!" Melissa muttered.

"I can safely say one thing," Matt growled. "If I get to him first he's as good as dead!"

"Make that 2," Tom added just as coldly.

"Do we have to kill him?" Justin asked. The idea of killing another human bothered him somewhat.

"I'll kill anyone who teams up with VENOM willingly!" Matt snorted.

"Besides if we don't he'll just come back again and again," Tom argued. 

"Did Crayak restore him?" Cassie wondered.

"Who?" Melissa asked.

"Another long story," Rachel told her. "Probably. It's the only way I can think of. Crayak must be getting desperate if he's using David now."

"Maybe it was all he could do right now," Tobias suggested. "Whilst keeping within the rules."

"Well, whatever's happened, he's back," Jake said. "And it looks like he's cut a deal with VENOM. We need to figure out how to deal with him."

"Maybe we won't have to. The cyborgs could do it for us," Cody said.

"What do you mean?" Jake was confused.

"From what we heard they hate each other. David and Kurgan weren't exactly friends."

"He's right, Jake," Rachel added. "I think David is trying to play boss but Kurgan isn't having it, not one bit."

"Good, that might make things easier," Tobias said.

"This guy must be the most stupid jerk on the face of the earth," Tom said. "Does he really think VENOM will give him what he wants?"

"His stairs didn't reach very far to start with," Rachel said. "His ego's probably blinding him."

"Once VENOM gets what he wants…" Cassie trailed off ominously.

"Exactly," Tobias said. "I won't shed a tear when it happens."

"What about the beacon?" Jake asked.

"Heavily guarded. Cyborgs and tanks," Rachel said. "It's all metal and well built so it'll be difficult to knock down."

"Why don't we use one of those tanks?" Ryan asked. "I mean hijack one and blast the beacon with it. I'm sure it couldn't take something like that at close range."

"Good idea but does anyone know how to drive an alien tank?" Justin warned. 

"I've been in a Striker before. I think I know enough to try. I mean what else have we got except a suicide run?"

Jake had to admit that Ryan had a point. There didn't seem to be any other access to the beacon besides past the cyborgs. And if they used the tanks all they needed was one good shot…

"Alright. But we'll need some sort of diversion. Something that'll give you enough time to get your shot."

"It's us they're looking for," Rachel added. "VENOM's convinced that we'd come back sooner or later. We just prove him right by 'attacking' the main base, reveal ourselves and lead his men away from the beacon."

Cassie interrupted. "And if David shows up?" 

"Then we make him wish he hadn't," Jake said.

****

Cyborg main base

Back at the base, Kurgan had assembled a squad of cyborgs to accompany him and David. Kurgan knew that the most likely targets for the Animorphs would be the base and the beacon. With VENOM now in the base its protection now took priority. They could probably sustain the loss of the beacon but VENOM's loss would be fatal. All that remained was to wait for them to show up. VENOM was convinced they would come soon. Kurgan wondered why VENOM was so convinced. There had been no reports of any ships in the area after all. Still, VENOM hadn't been wrong yet and Kurgan wasn't about to start questioning him now.

"Still no reports?" Kurgan asked.

"No Leader, none."

"I told you they were cowards," David said. "They chickened out and they're not coming back."  
"If that's so, how come you lost to them?" Kurgan retorted.

"My words exactly!"

Both of them looked up to see Rachel emerge from the trees.

"Good to see you again, not!" Rachel snarled at David. "You must be getting desperate to hook up with this loser, Kurgan. What's wrong, VENOM can't hunt us without help?"  
Kurgan smiled. "Not my idea actually."  
"I've been waiting a long time for this," David chuckled. "Where's the other 5? I owe all of you big time!"  
_5? _Then Rachel realised. VENOM hadn't told him anything about their newest team members, which meant that their theory was looking better and better all the time. VENOM didn't trust David. 

"Big talk, David, nothing else. Are you going to bore me to death?"  
David's face hardened and then warped as he started to morph. Rachel stared in surprise as she realised what he was morphing. "A tiger? Think you're half the guy Jake is?" Rachel then morphed to her eagle form. Take your best shot, rat boy!

She flew back into the trees and David ran headlong after her.

__

Undisciplined fool! It's an obvious trap and he's running right into it. Kurgan couldn't believe he had to work with this fool. He turned to his troops. "Bring all your sensors to full power and go after him. Use caution and remember your mission objective."

"What of the human, Leader?"

"He's expendable as far as I'm concerned. Go now, I'll join you soon."

As his cyborgs ran after David and Rachel, Kurgan turned his attention to the new device strapped to his wrist that VENOM had secretly given him. It was time to find out whether it was worth all the casualties they'd taken to get hold of it…

****

In the woods

David's on his way! Even though Rachel knew she couldn't see the others they'd hear her. All of them were in hiding somewhere except for Cassie and Ryan who were in town to hit the beacon when the time was right. 

Bring him on! Tom replied. We're in a clearing up ahead of you. Stall him there.

Got it!

Rachel soon flew into the clearing at top speed and began to demorph. Tobias was already waiting there in human form as arranged. David wasn't far behind as he bounded into the clearing, his tiger eyes glowing with malice.

"Hello David, long time no see," Tobias said coolly.

Bird-boy? Well that makes things a little easier. Tell the others to come out here, unmorphed, or you two are dead meat!

"Right, now we're away from tin-man and his friends we can talk properly," Rachel said. "Just like we used to, right?"

You tricked me then and you trapped me! David screeched. You think I'm falling for any of your tricks again?

"I don't need tricks," Rachel said calmly, although she felt anything but calm right then. "You do a good enough job of tricking yourself with your ego. You think just because you came back from being a rat you're invincible now? Whatever deal you made with VENOM is worthless. The way Kurgan treated you should have made that clear. To him, you're the very definition of trash!"

VENOM trusts me! Once I get rid of you I'll get anything I want. Revenge and a reward. It couldn't be better, could it?

__

He's completely flipped. He can't see that VENOM's using him. Maybe he doesn't want to see it.

Tell me where the others are, Rachel. Do that and I'll make it quick for old times' sake!

"They're right here, David."

Wha…?

That was all David had time to say before he was picked up like a rag doll and thrown hard into a tree. 

Like she said, we're right here! Tom snarled. It had been his Predator form that had thrown David.

David was stunned. _What kind of morph is that? And WHO is that?_

David didn't know the answer either question but got to his feet and prepared to lunge at Tom's throat.

I wouldn't! 

David whirled round to find a leopard, a lion and a jaguar looking menacingly at him.

It might be bad for you to try something now, Cody added emerging from the trees in hyena morph.

Who the hell are you lot?! 

"Demorph and we'll talk, David," Rachel said. "Do anything else and you die. Decide quickly before your metal buddies catch up."

David quickly realised he was totally outgunned. He demorphed.

"Sensible," Rachel said.

"Who are you?" David spluttered as the others demorphed.

"Tom, Justin, Cody, Matt and Melissa, meet David the rat," Rachel said coldly. "David, meet the new Animorphs. The ones we added after we dumped you and who've proved much better!"

"Where are the others?" David asked, not sounding so confident now. _That bastard Kurgan didn't tell me about any new Animorphs!_

"Oh, Jake's on the lookout for your new 'friends', Cassie and another friend of ours are in town hitting VENOM's beacon and Ax and Marco are in space," Tobias said. 

"Enough talk!" Matt snapped. "Let's kill him now and put an end to it!"

"Wait! I don't know what they told you but…"

"They told us enough," Melissa snapped.

"Yeah. We know who you are, what you are and what you've done!" Tom spat. "And we're already sick of you, you freak! Selling out your own race? That takes the cake! It's no use begging for your worthless life this time!"

"Hang on guys. There's one thing we don't know yet. How did you get your morphing power back, David? Did VENOM do it?" Rachel asked.

"Wouldn't you like to know?" David snarled. "Why the hell should I tell you then have you kill me?"

"Tell us and we might be persuaded otherwise," Tobias said. "Stay silent and we'll kill you for sure."  
David cursed. "Alright, it was this weird looking guy. He called himself the Drode. Came out of nowhere and offered me a chance to be human again. All I had to do in return was take you down."

"Looks like you failed," Justin sneered.

"Have I? The rest of VENOM's men will find us soon. Whether you kill me or not they'll get you!"

"When he kills us he'll kill you along with us," Rachel sighed. "Haven't you heard? VENOM has no use for 'biologicals'."

She'd no sooner finished talking when a green bolt missed her head by inches. 

Kurgan's cyborg platoon had caught up quicker than anyone had thought.

"Shit! Morph and scatter!"

No one needed telling twice. Tom smashed David in the face with his fists before morphing to bird. If we see you again you're as good as dead! he warned before taking to the skies just ahead of the cyborg squad. A lot of fire was aimed after them but none of it hit.

What happened to Jake? Wasn't he supposed to be warning us about them? Matt sounded indignant.

Maybe they just got by him another way, Tom said. He won't be happy that David's still around.

I hope he's ok. I can't see him yet, Melissa sounded worried.

Jake's got out of worse than this, he'll be fine, Rachel said confidently although she was worried too.

We'll meet up with the others at the valley, Tobias suggested. I can't see anything behind us. David's not brave enough to risk a fight now.

Let's hope not ever, Rachel muttered.

****

Cyborg main base

David wasn't having the best of days. He'd been lured into a simple trap by the Animorphs, much to Kurgan's amusement, and had only been saved by the timely arrival of Kurgan's troops. He still had a sore jaw from Tom's punch. David promised himself that all the Animorphs, old and new, would pay for this.

To add insult to injury he found Kurgan waiting for him back at the base with an unconscious Jake slung over his shoulder.

"I caught him by surprise while you were playing in the woods," Kurgan chuckled.

David smiled. At least he would get some compensation for his trouble. "Good. I'm going to enjoy this. His ass is mine!"

David started to reach for Jake but soon found Kurgan's electro-blade at his throat.

"Think again! He belongs to VENOM. I was ordered to capture one alive." Kurgan handed Jake to 2 other cyborgs. "Take him to VENOM's central core as arranged."

David was livid. "I was promised…!"

"I'd choose your next words carefully," Kurgan warned. "Anyone who defies VENOM defies me as well and will suffer for it. Whatever business you have with him can wait until later. If you have a problem with this I don't want to hear it!"

Jerek was waiting for them inside. "You did well, Kurgan. That's fortunate as VENOM isn't in a good mood right now."  
"What happened?"  
"While we were occupied here, 2 other human morphers infiltrated the town and disabled the mind control beacon! They hijacked one of our own tanks to do it too. The town's in chaos now and our conversion schedule is now useless."

"We should have enough to placate him," Kurgan said. "Let's hope VENOM's grand plan works."

****

Over the Ellimist's valley

Ha ha, did you see their faces? Ryan was in a good mood after demolishing the beacon. They never saw us coming! All we had to do was sneak into that tank and press a few buttons.

That's what worries me. It was almost too easy, Cassie said. Those tanks weren't guarded. Almost as if they didn't care. I wonder if we haven't been set up.

Aw, stop being a party pooper, we won. Looks like the others down there. Let's hope they took care of Kurgan and that David guy.

"Jake's not with you?" Tobias asked in concern as they landed.

"What? I didn't think he should be, what's happened?" Ryan asked in concern.

"We lost him in the woods. We were dealing with David while he watched our backs. We got attacked by cyborgs and we haven't seen him since."  
"You sent Jake out alone? YOU IDIOTS!" Cassie looked like she might explode. 

"Take it easy. We'll find him," Tom promised. 

"We'd better stay low for awhile first," Ryan warned. "Since we blew that beacon VENOM will tear this area apart looking for us."

"Alright. We'll wait a little. Knowing Jake, he'll turn up soon. We shouldn't have to look for him." Tom hoped he spoke the truth. If Jake was captured then they were all in real trouble…

****

Cyborg main base

"Jake?…Jake?"

Jake first heard the voice and the next thing he was aware of was the pounding ache in his head. Then the memories came flooding back. 

He'd been standing guard in the woods watching out for cyborg pursuit. David had been one of the few things in his Animorph career that he'd really regretted. Largely for that reason he volunteered for lookout duty while the others dealt with David. It was a decision he now regretted. Somehow he'd been ambushed and hit on the back of the head despite having seen or heard no one. Now he was strapped to a vertical gurney in the middle of a plain white room. There was no other furniture or anyone else in the room but there was a large viewscreen facing him at one end and VENOM's face was on it.

"Welcome back to the land of the functioning, Jake. I hope Cyborg Leader Kurgan didn't hit you too hard."  
"VENOM?! Where the hell am I?"

"You're in one of my front-line bases. The one next to your hometown to be precise. Kurgan used a personal cloaking device that we…procured from the Predators in a previous operation and had you brought here. Oh, and don't even think about morphing. If one molecule in your body alters the ambient temperature of this room will be increased to over 10000° centigrade. Take my word for it."

Jake glared at the supercomputer in fury. "What did you bring me here for? So you could kill me? A public execution to break everyone's hope?"

"Jake, if I'd wanted you dead I'd have had Kurgan snap your spine in the woods. The last thing I wanted is you dead."

"Really? Tell that to David."

"David was what you call a wild card. He was never part of my original plan. What exactly occurred between you and him?"  
Jake was puzzled. VENOM was their sworn enemy and he was making polite conversation? "Why should you care?"  
"I'm curious. He told me you betrayed him."  
Jake snorted in derision. "You want betrayal? I'll tell you about betrayal."

Jake told VENOM the real story.

"Yes, that sounds more like the David I've come to know recently. A living overstatement. Still, you needn't have any fears on that front. I'm not going to fulfil any of his desires."

"Why am I not surprised," Jake muttered.

"Anyway, I'm digressing from my main point. As I said I could have killed you already."  
"So why haven't you?"

"Because you misunderstand me. I'm not bent on total genocide. I merely wish to improve all life in the galaxy, make it stronger. The strong prey on the weak. When I am done, there will no weaklings left to prey on. They will all have been exterminated and the strong shall rule all."  
"With you ruling over them 'to guide them on the right path'!" Jake sneered. "All you do is kill, VENOM. I'm not impressed."

"You should be. You and your friends qualify as some of the strong. You've faced almost impossible odds and defied them at every turn. You have too much potential to waste. That's why I don't want to kill you if at all possible."

Jake felt a pang of fear. "What are you going to do?"  
"Let's just say I'm going to 'improve' you a little. Don't worry, Jake. Think you're powerful now? Soon your power will be limitless."

A door then opened and 2 cyborgs in white armour stepped through. 

"Take him through and proceed as planned," VENOM ordered.

"At once, VENOM."  
Jake opened his mouth to protest but the cyborg scientist jammed a needle into his neck and he promptly blacked out. 

****

VENOM's central core

David was waiting impatiently outside VENOM's core with Jerek and Kurgan. After a while VENOM's face appeared on the screen.

"Finally, the test-run is complete. It has been a resounding success."

Both Jerek and Kurgan looked pleased at that.

"Was it worth all the trouble we went through, VENOM?" Jerek asked. "We lost the beacon and our complete control of the local populace because of it. Many have escaped our clutches."

"No matter. We can withstand the loss of one beacon. The results we have achieved more than make up for it. My congratulations, Cyborg Leader. I never expected you to do this well and deliver the human morphers' leader to me."

David broke in. "What about our bargain? Since you're done with him is it too much to ask for you to hand him over now?"

"I'm afraid our bargain is rather redundant. You missed the entire point of my campaign. I honour no deals with inferior organic life forms, especially ones that lie to me! Jake and I had an interesting conversation about you and your past exploits. You betrayed them and you were willing to betray your own race. How long would it be before you betrayed me also?"

Before David could reply the left metal hand of Kurgan seized him from behind. "Shall I dispose of him now?"  
"No. I'm not entirely without a heart. We'll give him a chance to prove himself and get revenge. What could be fairer than that? Release him."  
Reluctantly Kurgan let David go.

"I'll bring Jake here," VENOM promised. "If you can defeat him in single combat, I'll let you go free and you can hunt down the rest. I won't stop you. If you lose…"  
David was furious at being betrayed but knew he was not in a bargaining position. "Fine. I've waited long enough for this. Bring him on!"   
"As you wish," VENOM smirked. "Bring him in."

David turned to see Jake being brought in by 2 cyborg scientists, or rather the _new _version of Jake. This Jake was clad in silver metal armour and he had 2 electro-blades, one attached to each arm, and his left eye was covered with a red artificial optic device. He looked malevolently at David and it was clear that his hatred for him hadn't been removed during the conversion.

"Wh-what the hell have you done to him?" David gasped.

"What I'm going to do to all the worthy humans," VENOM said. "Enhance them. Rid them of all their weaknesses. Jake is now far stronger than he was before even counting his morphing power. Now, enough talk, it's time for you to fight."  
"Jake?" David was suddenly not so keen on this idea. 

"Jake? The weakling that was Jake is dead now, fool!" Jake's voice sounded harsher and more like Kurgan's than his own. He ignited both of his electro-blades. "You can call me Cyborg Leader Executor. And by the way…you can also call me your death!"

TO BE CONTINUED…


	6. A season in hell

Animorphs: The VENOM factor

Author's note: Thanks to Alikat for the idea for this part. It really helped me overcome the writer's block I've been suffering from again. I'm not planning any upgrades to the morphing tech just yet but I might do later (good ideas though!). Grey Fox, great ideas, but I don't intend to free Jake just yet, I like his dark side! (heh heh heh!) 

****

Animorphs: The VENOM factor

6: A season in hell

VENOM's central core

When Jake, or rather Executor, ignited both his electro-blades David knew he only had one chance. He morphed quickly to his Golden Eagle form and flew for the door at top speed. 

"Close the doors and stop that maggot!" Kurgan snarled. 

"Let him go. He won't get far," VENOM chuckled.

"What do you mean?" Kurgan asked. "If he gets away he'll tell the other humans what we've done."  
"Tell them what?" VENOM said. "Do you think any of them would believe him after what he's done? Besides he's not going to live to tell them anything."  
Jerek held up a small hand-held tracker. "The homing beacon is working perfectly. He hasn't even left the base yet. He's probably hiding like the rat he is!"  
Kurgan was impressed. "I never saw you plant that on him. When did you do it? And how does it still work while he's morphed?"  
VENOM smiled. "All in good time. For now, though, you have a job to do. Cyborg Leaders, hunt that treacherous organic waste down and make sure he doesn't trouble us again."

"At once, VENOM," Kurgan and Jake/Executor said together.

Jerek watched them go and turned to VENOM again. "It seems to have worked. But will it hold if he faces his former friends?" 

"It should do," VENOM said. "It's worked on most of the other humans we've converted and his mind was under a lot of stress from leading his group for so long. He was relatively easy to condition."

"But his morphing powers are useless now. Will he be as effective working for us as he was for them?"

"Chances are he'll be better," VENOM gloated. "Despite what he thinks, he's a natural leader. That's partly why I gave him the same rank as Kurgan. And as you said yourself, our cyborgs' power far surpasses that of the human morphers. He won't need his previous abilities. I'm looking forward to seeing how he works out."

****

Outside the base

David, exhausted and scared, had somehow flown out of the base without a major battle. He had no idea what he was going to do now or even where he was going to go. He cursed his own stupidity as he thought things out. He should have seen VENOM's treachery sooner. And Jake…David had never been more scared in his life when he'd seen what they'd done to Jake. Jake had been as cold as ice and David didn't think his expression would have changed much if he'd put those blades through him either. 

"He's out here somewhere! Don't let him get away!"  
David recognised Kurgan's voice. It was time to get away from here. Morphing to Golden Eagle he flew up high and away. His only hope for now was to get well away from here and try and find some sanctuary until he could work something out. The woods on the other side of town would probably be the safest bet. 

At the base entrance Kurgan and Executor smiled coldly.

"He's on the move," Executor said as he looked at the tracker. "Your shout alerted him."  
"I wanted it to," Kurgan grinned. "Let the maggot think he's eluded us. Give him a little hope. Then we crush him underfoot!"

"Can I ask a favour?" Executor asked.

"What?"  
"Play with him all you want but when it comes to finishing him…"

"His head's yours," Kurgan said. He'd have liked to do it himself but he knew that VENOM would want it this way. It would help to cement Executor's loyalty and ensure that Jake was lost forever.

Executor smiled. "Good. Let's go have some fun!" 

Both of them ran after David with eager anticipation.

****

The Ellimist's Valley

Back at the valley, the rest of the Animorphs were now very worried. It had been over 12 hours since they blew up the beacon and there was still no sign of Jake. Cassie was becoming more frantic with each passing minute. Even Rachel wasn't able to calm her down. Inside, though, she wasn't doing much better and neither were Tom and Justin. 

"Still no sign of him?" Ryan asked Tobias as he returned from his turn as lookout.

"Nothing," Tobias sighed grimly. "If he doesn't come back soon…"  
"Don't even THINK of saying it!" Cassie snapped.

"I was going to say we should go out after him," Tobias replied firmly.

"Good idea. I'm through with just sitting around," Matt added.

"Where should we look?" Melissa asked.

"Best place to start is back in the woods near that base," Tom suggested. He left the fact that they hadn't any clue beyond that unsaid.

"Be careful, guys," Erek warned. "There are still a lot of cyborgs patrolling out there."  
"We know. That's why we're going," Ryan said. "We can't just leave Jake out there, can we?"  
"Ok, we're agreed. Let's get Cody off lookout and go out after him," Tom said. _And just hope he's still alive…_

****

The _Tailstrike_

Marco wasn't feeling in the best of moods either as he and Ax landed their fighter back in the landing bay. He knew that he wasn't usually the one to look for a fight but he felt like a fifth wheel this time. Apart from Ax, he was cut off from the rest of the team. He was still risking everything, sure. Flying into battle with Ax against VENOM's fighters couldn't be considered safe. But the bottom line was he wasn't doing what he wanted to do. 

I know how you feel, Warrior Marco, Ax said. 

"Do you? VENOM's back on Earth ripping it apart, Jake and the others are fighting him there and what am I doing? I'm stuck out here doing almost nothing."

That's not true, Ax retorted. We've destroyed a large number of VENOM's fighters now.

"So he turns out another load the next day," Marco wasn't impressed. "We've got to do a little more than this. We've got to hit VENOM where it'll actually hurt him!"  
"Then, as you humans say, Merry Christmas!" Estro grinned as he came.

"Don't you mean 'we' humans now, Estro?" Marco couldn't resist needling him a little. "Anyway, what are you looking so pleased about?"  
"From the flurry of communication we've intercepted from Earth, your friends have already done some damage there. They've destroyed one of VENOM's mind control beacons and thrown him off schedule a little."

Marco smiled. The Animorphs were still in business.

"However, VENOM wasn't slow to respond. He knows his planetary defences have been breached so he's trying to bolster them."  
How? Ax asked in concern.

"We think he's bringing in a new scanner system, more advanced than most. If what we've heard is accurate, it'll detect even cloaked ships!"

"Oh hell! If he sets that up Jake and the others will be cut off from help. We won't be able to get any more ships through to them!"  
"Worse. Our probe in orbit will be detected too. We'll be blind, deaf and dumb to whatever's going on there. Alloran, Galuit and Breeyar have all agreed that this will be unacceptable. So we, or rather your squadron, have to make sure that scanner is never activated."

"Where, when and how?" Marco asked eagerly.

"Over Earth when the ship carrying it jumps in, soon and with your squadron," Estro replied evenly. 

Just our squadron? Will that be enough? Ax asked.

"It's all we can spare," Estro said apologetically. "We can't risk pulling any more forces away from other fronts right now. Hopefully you won't need any more though. It'll be a lightning fast raid. We jump in behind the moon, wait for the transport ship to come, blow it out of space and then get out before VENOM knows what hit him."

"Sounds great in theory," Marco said. "I'm not so sure beyond that."

I'm not very sure about it either, Warrior Marco. But we can't allow VENOM to seal off Earth, can we?

Marco nodded. "When do we go?"  
"As soon as we jump out of Zero-Space again. We're on our way there now!"  
"What!?"

"Alloran knew you'd agree so he decided to save time and left immediately. Good to see he was right!"

Marco sighed. "I hate it when he does that!"

****

Outside the Ellimist's Valley

For Cody, the last few days had been a season in hell. First Kurgan had shot him, then his home planet had been invaded, he'd been forced into becoming an Animorph and now Jake had gone missing within 2 days of that. He was about to think that things couldn't get any worse when he was suddenly grabbed from behind!

"Cody, wasn't it?"  
Cody recognised the voice instantly. David's. 

"Listen, I'm not going to…urgh!"  
David was caught by surprise and winded as Cody rammed his elbow back into his stomach. By the time he'd recovered he was facing Cody's hyena form.

Ok, where are your 'friends'? Cody snarled. 

"They're not my friends now," David replied evenly. "They turned on me."  
Yeah right!

"No, listen, you've got to believe me!"  
"You'll find there's very little he has to do, especially for you!" 

David looked over his shoulder to find the others looking at him with pure malice. It was Rachel who had spoken.

"You're a fool to come after us again!" Tom growled. "Now I'll do what I should have done last time!"

"Mind if I join you, Tom?" Matt grinned nastily.

"Wait, you don't understand, Jake is…"

"What about Jake?" Cassie blurted out. 

Ryan's face hardened. "If you've hurt Jake I swear I'll…"  
"I haven't done anything but VENOM's…"  
"Why are you wasting your time with that maggot? I thought you hated him and would have killed him by now. I guess I'll have to do it for you."

All the Animorphs took up battle stances as Kurgan emerged from the trees. 

"How did you find me?" David spluttered. He was shaking in fear by now. 

Kurgan smiled. " That would be telling, wouldn't it?" He turned his attention to the Animorphs. "Good to see you all again but it's not you I'm here for. If you're not going to kill him then just stand aside and I'll do it!"  
"So it's true," Rachel said, giving David the 'I told you so' look. "Can't say I'm surprised. This is what you get for trusting a rust bucket like VENOM!"

"He deceived us first," Kurgan said. "But you're right, we don't honour deals with biologicals. Now stand aside or do I have to force you?"   
"You're welcome to try," Ryan sneered. "In fact, I'd _love_ you to try!"

Kurgan rolled his eyes (or his one remaining organic one!). "Defending someone who betrayed you? You never cease to amaze me."

"We don't like the guy," Matt said. "But we're hardly going to leave him to scum like you."

Kurgan sighed. "Oh well, I don't really need to kill him. I've got friends who can do that for me!"

David had been taking the opportunity to back away slowly from the group. He was just about to morph when he heard his worst nightmare behind him.

"Thought I'd forgotten about you, David?"  
David had time to recognise Executor's voice before an electro-blade was rammed through his back. As he collapsed to his knees with a screech a second blade was went through his neck. His next scream came out more of a gurgle before Executor twisted the blade upward and severed his head from his shoulders. 

"Nicely executed!" Kurgan smiled as he clapped his hands in mock applause. 

"Another one! Who the hell are you?" Matt asked. The Animorphs could see the glint of Executor's silver armour but not who it was clearly. All they knew is that it was another Cyborg Leader.

"Oh yes, where are my manners? I'll introduce you," Kurgan sneered. "This is my new friend, Cyborg Leader Executor. Although in a sense I suppose you've already met!" 

Executor stepped into the light and grinned unpleasantly as the realisation swept through the group.

"Jake!"  
"Oh my God, what have they done?!"

"Jake a cyborg? It can't be!"  
"Oh, but it can," Kurgan leapt high over their heads and came down next to Executor. "And, as you can see, it is!"

Executor scooped up David's head on the point of one of his electro-blades. "He never was good at staying ahead of the game!"

Cassie was having the worst time of all. "Oh Jake, I'm so sorry…!"

"Ah, Cassie. You wouldn't believe the fantasies my former self had about you! Still, don't be sorry. What have I to feel sorry about? I'm more powerful than I ever was before and I don't have any 2-hour time limits either."

Tom couldn't believe what he was seeing. He'd always wondered what it had been like when he had been a controller and Jake had been forced to consider him an enemy. Now he knew and it was something he would rather not have known. "Jake, listen…"  
"The name's Executor. Jake is dead," Executor cut in coldly. "If you're sensible, you'll surrender. VENOM will make you as powerful as he has me! You can join us or you can join him…" Executor held up David's severed head. "Not a difficult choice even for a biological. Think on it."

Executor and Kurgan ran into the trees leaving a shell-shocked group of Animorphs behind them. 

****

Andalite fighter wing

"How long now, Ax?"  
Not long. They'll be jumping in soon.

Ax and Marco were waiting impatiently behind the moon with the rest of their squadron. The minute they'd jumped in Marco knew that this rated an 11 on the insanity factor (10 being the best) and rivalled one of Rachel's ideas. With a fleet of destroyers and the new flagship in Earth orbit they had to be outnumbered at least 20 to 1 and the minute they showed themselves they'd probably have 2 minutes at best to fly in, destroy the target, fly back to the _Tailstrike_ and get out again.

__

Estro and Alloran ask for the impossible like it's nothing at all, Marco thought cynically. Still, whether he liked it or not, they were right. VENOM couldn't be allowed a stranglehold on Earth. 

There's a jump point opening, my Prince!

Marco shook his head. What made it worse was that most of their co-flyers were fresh out of training. It had been former Aristh, now Warrior, Kebral that had spoken. 

Understood. All ships prepare to attack! Stand by until the target enters normal space. Ax turned to Marco. Are you ready, Warrior Marco?

"I'm as ready as I'll ever be, Ax. Let's do it!"

Good. Scans have just confirmed the target. All ships break and attack. Your target is the transport. Ignore all others until it is destroyed!

Ax and his fighters punched up maximum burn and flew straight at the transport. 

****

Cyborg Killcruiser Obliterator

There was a flurry of activity on VENOM's new flagship as the Andalite fighters were detected. 

"Leader, the Andalites are headed for the transport. I don't know how they entered the system undetected."  
Cyborg Leader Tarron, a Hork-Bajir cyborg, wasn't impressed. "I would have thought that obvious: they jumped in behind the moon. We must get early warning systems set up there sometime. Launch the new fighters, this is a good time to test them as any."

"They'll arrive too late to save the transport, Leader."  
"They'll still be able to attack the Andalites before they escape," Tarron reasoned. "Or at least they will if you do not delay any further! Now launch the Stingers before the opportunity is lost!"

****

Andalite fighter wing

Caught by surprise, the small fighter escort the transport had was blown out of space in seconds. The Andalites then turned for the transport itself.

"Launching missiles, Ax!" Despite the situation Marco was having an adrenaline rush. 

All the other fighters had launched as well and, with no fighter screen, the transport was doomed. All the missiles slammed into it one after the other, collapsing shields and then punching through the hull.

Excellent, that was easier than I thought! Ax said. 

"Destroying it was," Marco had come back to reality quickly. "But getting out might not be so easy. I'm reading multiple launches from the main fleet and…what the hell?!"  
What's wrong?

"See for yourself!" Marco brought up his scans on the screen.

What are they? Some new type of fighter?

"Looks like it. VENOM finally got round to making some of his own."

The fighters that had been launched from the _Obliterator_ were small, silver coloured and sleek. They looked almost like wasps in appearance. They also seemed to be much faster than most. 

"They'll cut us off before we reach the ship, Ax, they're too fast!"

Ax quickly made a decision. Warrior Kebral, take command and lead the squadron back to the ship.

My Prince, what are you going to do?

Marco was wondering that as well and he had a sinking feeling in his stomach about it. 

I'm going to make certain of your escape. Good luck.

With that Ax threw the fighter into a tight turn and headed straight at the approaching fighters. 

"I know you had suicidal tendencies, Ax," Marco said. "But I didn't think they were this big!"

It's necessary, Ax said coldly. He now knew how Edullon must have felt when he had made his fateful run on the Iron Fist. 

Suddenly another voice came in over the communicators. "Ah. So we have one that wants to fight. I like that."

"What? Who?" Marco was confused for a moment but then he realised. "Those fighters have pilots!"

"Indeed. I am Flight Leader Mokra of VENOM's new Stinger attack group. I'm also the last living thing you're likely to hear. Still, at least you'll die fighting!"  
"Sorry Mokra, but we don't plan to go out yet!" Marco said as he quickly cut the transmission. "What's the plan, Ax?"

Plan? I just intended to delay them until the squadron could escape. I hadn't any plan beyond that.

"I was afraid you'd say that!" Marco groaned, beginning to realise that Mokra might be right after all…

****

Stinger fighter wing

Mokra was another Hork-Bajir cyborg who had turned out to be a gifted pilot and VENOM's first choice to lead the new Stinger squadron. Mokra had heard of Ax and Marco and their reputation as flyers. Initially he was pleased he had met them so soon as he'd have a good first test in combat. However his good mood rapidly disappeared as Ax and Marco outmanoeuvred his fighters' shots and flew right past. But, strangely enough, they didn't turn to attack any of his fighters. They accelerated to maximum burn and went straight past. 

__

What's he doing? He was here to delay us, wasn't he? Then Mokra saw it. They were headed right for the destroyer group! It was only one fighter but nonetheless…

"All ships, turn around. Forget the Andalite squadron, that other one's going for the fleet!"

****

Killcruiser _Obliterator_

"He's attacking us?! He must be mad!"

__

There's method to his madness. Tarron wasted no time. "Shields up!"  
"Shall I fire the defence batteries?"   
"No, let the fighters handle it," Tarron ordered. "One fighter shouldn't do too much damage with our shields in place. Besides, he won't be around for too much longer…"  


****

Stinger squadron

"Stingers 2 and 3, Prepare for gestalt mode with me!" Mokra ordered.

"But Lieutenant, aren't we too close to the fleet for that?"  
"The fleet's shields are up; we won't cause too much damage. Now do as I say! I want that fighter out of our space!"

****

Ax and Marco's fighter

"It didn't work, Ax. They're behind us again!" Marco warned.

It worked perfectly. They can't get Kebral or the rest of the squadron now, Ax said calmly.

"Great, but how are we supposed to…" Marco knew the answer before he finished. "Oh well, let's go out fighting!"  
He locked all his remaining missiles onto the _Obliterator _and fired. However, since the shields were up, the damage was minimal. 

"Hey, what are they doing?"

Marco was looking back at the Stingers and saw that the lead 3 were docking! All 3 fighters were joining together to become a larger ship. As Marco watched the front started to glow green with power.   
"AX! BEHIND US!"  
It was too late. A concentrated disruptor bolt slammed into their left side and sent both of them crashing to the floor. Both picked themselves up quickly.  
Damage report! Ax ordered.

"Nearly everything's out, Ax! Weapons are offline, shields are gone and the engines don't have much life left in them."

Kebral and the other Andalites had seen the hit. My Prince, you're heavily damaged! I'm coming to assist! 

No, you will not, Warrior Kebral. Return to the ship and escape, you can not help us now.  
But my Prince…

"You heard him, get the hell out!" Marco snapped.

War-Prince, jump to Zero-Space when they arrive. You can do nothing for us now.

Understood, Prince Aximili. Good luck to you both, Alloran said.

Ax tried to steer the stricken fighter toward the Earth. Prepare to bail out, Warrior Marco. We'll do it when we get into the atmosphere.

__

Let's hope we last that long, Marco thought grimly as they plummeted toward Earth with increasing speed…

****

The Ellimist's Valley

It was a very dispirited group of Animorphs that arrived back at the Ellimist's Valley. Cassie was sobbing uncontrollably, Tom and Justin were barely holding it in and the others looked whipped.

"Man, what happened out there?" Tyler asked. He'd never seen them as down as this.

What happened to Prince Jake? Feyoran added.

"Jake was captured and…converted," Tobias said sadly.

"Converted?" Tyler's eyes widened. "You mean…!"

"Yeah, he's a cyborg," Tom felt like his world had fallen apart.

This is not good news, Malarnex said. With Jake in VENOM's control he will know all of your strengths and weaknesses. Not to mention this valley!

"I'm not sure Jake, or whatever that _thing _was, can find this valley now," Rachel said.

"You're right. The Ellimist probably won't allow Jake to find it now, we should still be safe," Tobias reasoned.

Tom walked over to Cassie and pulled her into a hug. "Cassie, I know it hurts, having someone you love turn against you that way but you have to remember that was not Jake. The Jake we know would never follow Kurgan and VENOM. I don't know what they've done to him but we _will _get him back!"

"You think we can?" Justin was just as distraught. Jake had almost been his idol. 

"Yes I do! If we give up then VENOM wins and Jake will be lost forever. That's not going to happen!" Tom said firmly. He knew he was hoping against hope but he couldn't afford to do otherwise. Jake had managed to free him from the Yeerks; he owed it to Jake to free him from VENOM. Tom swore to himself that he'd do it, no matter what the cost.

Rachel summed it all up. "Let's show VENOM what happens when he messes with my cousin!"

****

VENOM's central core

VENOM smiled as his 2 most prized lieutenants returned. Executor still carried David's head.

"I believe you asked for this, VENOM?" he said with a grin.

"You have both done well," VENOM said.

"We ran into a few old friends while we were out there," Kurgan added. "Their reaction was exquisite!"  
"Excellent. We now know that the human morphers can be converted. The rest should be just as easy," Jerek said.

"To convert, yes. But capturing them first…that might be more of a problem," Kurgan warned. There was no disagreeing with that. Now that they'd seen Jake they'd avoid capture like the plague. "It was hard enough capturing one and I needed surprise and a lot of luck. We'll do our best to take them alive but in combat there are no guarantees. If I fought them again I couldn't promise a positive capture."  
"Then don't," Jerek said. "Just take them out of play until we can convert them later."

"How?" Kurgan was intrigued.

"I've been talking with our bio-weapons division. They think they have a solution to our problems."

"What is it?" VENOM asked.

Jerek filled them in.   
"How are they so sure it'll work?" Executor asked.

"They're not. That's why they've requested a field test."

"It's worth a try," Kurgan said. 

"I agree," VENOM said. 

"Then we'll use the new toxin at the next encounter. They'll never know what hit them, until it's too late!"

TO BE CONTINUED… 


	7. Biohazard (part 1)

Everyone, I am SO SORRY! The reason I've not updated this for…the best part of a year can be said in three words: my new job. It is a real b&^$h! I've had hardly any free time since I started, and with what little I had I wasn't in much shape to write! Things have got better lately, I started another fic to get back into things (and over my writer's block) and now I've put my life and everything back in order I'm going on with this one! (Thanks to Aqua illusion and all the other reviewers for their support and ideas. I like some of those!)

Hope this part doesn't stir up any bad memories of the scares after 11/09/2001. 

Well, enough of this. You've all waited so long for this part, enjoy!

Animorphs: The VENOM factor

7: Biohazard (Part 1)

Location unknown

"Well that didn't go quite as you planned, did it?" The Ellimist said plainly.

The Drode had to admit that his latest scheme had gone slightly awry, although he was loath to admit that to the Ellimist. 

"I'm not altogether dissatisfied."

"You expected VENOM to kill Jake, didn't you? You never thought he'd use him like that. Understandable mistake though. After all, a sentient supercomputer: it's been awhile since we last had to deal with one of those. They have an annoying habit of not dancing to any tune save their own, don't they?"

The Drode thin veneer of calm then snapped. "I don't know why you're so smug. Jake works for our side now. And I'm not the only one who makes mistakes, Ellimist! I can name quite a few of yours as well!"

"Don't bother," The Ellimist said coldly. "I'm not here to gloat. I'm simply here with a warning, don't interfere any further. As you yourself said once: there are rules. You and your master have made enough violations of them of late. Your agent is dead and your plan is dead along with him. Cut your losses and leave it at that." 

"That's up to Crayak to decide," The Drode snapped. "The game isn't over yet."

"Suit yourself. But I have a feeling that even your partial victory with Jake won't stand up for long. That's the trouble with you, Drode. You don't read the small print enough!"

The Drode felt a pang of alarm as the Ellimist left. What had he missed? Nothing, as far as he knew. But then why was the Ellimist so confident? 

The _Tailstrike_

I see. This really is a dark day, Alloran said. He had just received the latest news from Earth. His day had been bad enough with the loss of Ax and Marco. 

__

Prince Jake a cyborg? What else could go wrong?

There was no doubt in Alloran's mind now. VENOM was the greatest threat they'd ever faced. They needed a new approach.

Send Estro and Doctor Raikal to me.

Yes, War-Prince.

They arrived a few minutes later. Raikal-Fanrir-Sarain was a new addition to the _Tailstrike's _crew. He was an ageing Andalite doctor and scientist, even older than Alloran in fact. Cassie had studied under him when she began her medical training on the Andalite homeworld. 

Alloran didn't waste any time. I'm sending both of you to Earth. We've suffered 2 major setbacks there and your services are now required.

"What's happened?" Estro had only heard rumours so far.

Alloran filled them in.

Raikal did not look happy. I can guess what you want my services for, War-Prince. I must tell you I can guarantee nothing.

You have studied some of these cyborgs, have you not?

Yes. But that only helps up to a point. Reversing Prince Jake's conversion will be extremely difficult. There's never been a procedure like this before.

"Well, there's always a first time," Estro said dryly. "Why am I going?"  
With Prince Jake gone, I think they'll need your services as a strategist more than I will now.

"When do we leave?" 

Immediately.

I'd like to take my entire medical team if that's possible, Raikal suggested. My chances for success will be higher if I have them along with most of my equipment.

I anticipated that request, Doctor. Your equipment's on the shuttle already. Take all the men you need. The situation on Earth must be stabilised if we are to win this war. Do whatever you must to get Prince Jake back. VENOM must not be permitted to pervert his talents any longer!

I'll do my best. I can promise no more.

****

The Ellimist's Valley

The cloaked shuttle touched down in the valley about 6 hours later. Estro was the first off the shuttle and was immediately met by Tom.

"I won't ask how everyone's doing," Estro said.

Tom was blunt. "Good move. Come on, everyone's waiting."

Everyone was surprised to see him. Rachel spoke up first. "Estro! I thought Ax and Marco would be on that shuttle when they heard the news."

Estro winced. "I hate to start off with more bad news but Ax and Marco are missing too. They were shot down on a raid yesterday and they haven't been seen since."

Everyone groaned in despair. "Where did they go down?" Justin asked.

"Over Earth, believe it or not," Estro said. "They could still be alive _if _they ejected and _if _they escaped VENOM's forces."

"Those are mighty big ifs," Melissa sighed.

"We'll look for them when we go out again," Ryan added with fire. 

"Yeah! Then we'll kick VENOM's teeth in!" Matt joined in.

"And I'm here to help you do it," Estro said. "With Jake…indisposed, Alloran thought you'd need my talents now. So here I am."

"So what do you suggest we do?" Tom asked eagerly.

"Alloran wants 2 things: he wants Jake back and he wants more information about the situation down here. It's got a lot of us confused."  
"How?" Tobias asked.

"VENOM isn't expanding as fast as we thought he'd do. Even with all the civilised races in the galaxy against him we thought he'd be more aggressive. Instead he's just dug in on Earth and he's not attacking at full strength. We think something must be wrong with VENOM's war machine and we want to know what that is."

"Why don't you just attack with everything now?" Rachel asked.

"Because there's too much we don't know. VENOM might only be suffering a temporary weakness, which means we have to stay on our guard in case he recovers. But if he's got a major problem…"

Tom nodded. "We get the idea. So what do we do? Just spy on him for now?" 

"Yes. But not the main base, they'll probably be expecting trouble there. There are some other cyborg conversion plants and war factories near the town now. They've been built only recently so hopefully the security won't be too heavy. Try to find out as much as you can about VENOM's forces. His ships, tanks and, above all, his cyborgs and how they're converted in the first place."  
"We can get Jake back with that, right?" Tobias asked.

"It'll help. Dr Raikal isn't confident about it right now. The more information we can get about VENOM's cyborgs the better."  
Cassie perked up when she heard that. "Dr Raikal's here?" 

"He's back in the shuttle sorting his team and equipment out. He should be ready by the time you get back."

Ryan brought up a hard question. "Who's going to take the lead now with Jake gone?" 

"I'd like to but I won't," Rachel said. "That job isn't as great as it looks as I found out once."

"I'll do it," Tom volunteered. "If no one else wants it, that is."

No one did. 

Estro nodded. "Alright. One thing to bear in mind: be ultra cautious. VENOM knows your moves front and back thanks to his newest cyborg. For that reason you 3 are crucial now."  
Matt, Cody and Melissa looked distinctly uncomfortable as he said this. 

"I know that's not what you want to hear, but the sore truth is that you're the only wild cards we've got. Jake didn't have time to learn much about you so VENOM doesn't have a clue what you're capable of."

Cody sighed. "I don't know that I'm capable of that much, Estro."

"That's what we all thought at the start, Cody. But trust me, you'll be kicking cyborg butt in no time," Rachel reassured him. 

"Should we split up? Cover all the facilities?" Tobias asked Tom as Estro left to talk with Feyoran and Raikal at the shuttle.

Tom initially agreed with that but Estro's advice made him think otherwise. "Jake might expect us to try and cover all the bases at once. Besides we'll fight better against the cyborgs if we're all together. We'll all go to the new cyborg conversion plant on the other side of town. If there's anything wrong there we can assume it's hit the rest of the bases too. Ok?"

"Fine. Let's do it!" 

The fact that Rachel didn't sound so enthusiastic didn't escape the others' notice…

****

VENOM's main base

"How many failures is that now?" Jerek wasn't happy with the latest news from the cyborg conversion plants. In recent days some conversions were failing. The subjects still ended up as cyborgs but VENOM's obedience program didn't take hold. Even worse, the number of these mysterious failures was going up alarmingly.

"To be honest I've lost count. Estimates put it at 1 in 8," Kurgan replied in anger. "Our scientists are baffled. They can't understand how this is happening. And that's not the worst of it either!"  
Jerek couldn't believe the report that Kurgan passed him. "Is this right?"  
"I wish it weren't but it is."

"The Andalites and the others must NOT learn of this!"

Kurgan shrugged. "Easier said than done I'm afraid. We can't control what is out of our hands. Besides I would think the Andalites are already suspecting something by now due to our slowdown in the campaign."

Jerek knew he was right. With nearly all offensive operations put on hold even a cretin would realise that all wasn't well in VENOM's camp and the Andalites were not cretins. 

Jerek suddenly noticed the signal on his communicator. "We have to report again."

Executor was already reporting to VENOM when they arrived. 

"The bio-weapons division has the new toxin ready for use, VENOM."

"Excellent. Where do you think the human morphers will strike next?"

"Probably at the new bases and plants that we've set up recently. They'll want more information so they can get their precious leader back!"

"We have bad news, VENOM," Jerek interrupted.

VENOM's 'face' turned increasingly angry as he heard Jerek's news. "How is this possible?" 

"Our scientists are at a loss," Jerek admitted. "It seems the humans are more strong-willed than we thought."  
"Possibly," Kurgan wasn't convinced. "Or maybe someone is sabotaging us!"

"Order our scientists to find out," VENOM ordered. "Meanwhile we must neutralise the threat we know about. Cyborg Leader Kurgan, you will take a bio-weapons squad and guard this base. Cyborg Leader Executor will take the new cyborg production plant. Give the human morphers a fitting welcome when they arrive!"

****

Cyborg production plant 1 on the edge of town

Looks quiet, Melissa said as she and her group landed near the plant.

Too quiet, Tom didn't like it. Hardly any guards at all.

****

Which way do we go in? Cody asked.

Same way we always do, through the ventilator shafts, Tom replied. 

Up on the roof then, Rachel suggested. 

As Rachel expected, there was a shaft entrance on the roof and they could fit into it. 

"Where have we been here before?" Tobias muttered as they demorphed on the roof. "I don't like this, it's so easy to get lost in these ventilators."  
"We all stick together this time, no splitting up," Tom decided. "We'll need to be if we run into Jake or Kurgan again."

"I'm just _dying _to meet Kurgan again!" Matt growled.

"Just be careful you don't do that literally," Ryan said dryly.

****

Cyborg Plant 1: Main control room

Executor grinned nastily as he saw the readings on the control panel. He opened a channel to VENOM. "They're here! Heat sensors have detected them in the ventilator shafts."

"You know what to do."

"Yes. This won't be a problem."  
"Should we go after them now, Leader?" Executor had 30 other cyborgs with him, 5 of which wore yellow armour instead of the standard black.  
"No, let them feel safe for now, we'll deal with them soon enough…" 

Conversion room

"Oh man, I think I'm going to puke!" Cody said, his face looking green.

The Animorphs had discovered the main room where humans where converted. It was a gruesome sight. The room consisted of a slow-moving production line. Humans, young and old, were strapped to it as they were fitted with various cyber augments. There were no reactions from the 'subjects' at all; they just stared blankly ahead into space. Everyone watched in disgust as a man's hands were sliced off and then replaced with metal ones, then as a woman's eye was slowly pierced by an optical graft… 

"Can we get out of here?" Cassie was feeling sick to her stomach knowing that something like this must have happened to Jake.

"Yeah, good idea," Tom agreed. "Let's get out before any working cyborgs come. Wha…?"  
"What is it?" Justin asked as Tom went to the far end of the production line. 

"Look at this." 

Everyone watched the production line. As each cyborg came to the end of it, a robotic arm came down and inserted a vial of bright red liquid into a cavity in each and every cyborg's neck.

"Up to here, all the conversions have been different," Tom explained. "Different hand, eye and body parts. But every single one gets one of those."

"Whatever it is, it must be important. Should we grab one?" Melissa asked.

"Well, well, well. If I'd known you were coming I'd have offered you the grand tour!"  
Everyone knew that voice. They all whirled round to find Executor grinning at them with a few other cyborg friends. 

"Think we didn't expect a little visit from you? You are getting to be _so _predictable…" 

"Everyone make for the ventilator," Tom said quietly. Then he raised his voice. "What's wrong, midget? Can't beat me without help, even with all that cyber crap?"  
"I'd gladly fight you any day, but today I'll let someone else do it."  
Executor stood aside to reveal the yellow armoured cyborgs. All of them held what looked like grenade launchers. 

Tobias quickly morphed to his hawk form and wrenched a vial from the machine with his powerful talons. 

Tom knew they had got all they were going to get for now. "RUN!" 

Everyone started to fall back to the ventilators as the cyborgs opened up. Ryan, Rachel, Cassie and Tom were hit, but instead of a heavy explosion, the grenades merely broke open and splattered them with a bright sticky yellow fluid. 

"What's this?" Rachel was confused. 

"Forget it, just go!" Justin urged as a grenade struck him in the back. 

Everyone scrambled into the ventilator and got away. Executor grinned coldly as he switched on his wrist terminal. He'd done what he came for. 

"VENOM, the new weapon has been used. Now we have to wait for the results."

"Did you get all of them?"  
"No, I don't think so. We did get most though."

"Good. You'll have another chance with the others at some point, I can guarantee that…"

****

The Ellimist's Valley

The Animorphs had made it back to the valley with surprisingly little opposition. Tom certainly didn't like it, nor did any of the others.

"How did it go?" Estro was waiting for them.

Tobias passed him the vial of liquid. "You'll want to have that analysed since it gets pumped into every one of VENOM's cyborgs. We couldn't get anything else though, Jake chased us out."

"One other thing, he let us off a little…too…easily…"

"Tom, what's wrong?" Melissa asked in concern.

"I…don't…know," Tom was sweating like a pig. "Feel…hot…"  
He wasn't the only one. Justin was starting to run a temperature and his vision was blurring. Ryan suddenly started choking and then violently threw up. Rachel was suddenly struck by a splitting headache.

War-Prince Alloran then approached. What's wrong with them?

"Did anything happen back there?" Estro was now suspicious. 

"Not that…Oh hell! The stuff in those grenades!" Tobias realised.

Get Dr Raikal and a containment unit quickly! Alloran ordered as the affected Animorphs collapsed and passed out…

****

Medical unit: Andalite shuttle

Doctor, how are they?

Very ill, I'm afraid, Raikal replied as he monitored the stasis tubes. As you see, I've had to put them in bio-stasis.

"Just HOW bad are they?" Tobias was now very concerned. Raikal had put him and the newer Animorphs through a lot of tests too before he concluded they were uninfected. 

I don't think it's lethal, Raikal explained. Come and look at this.

Raikal brought up a detailed analysis on the holo-emitter. It's a pathogen. Man, or should I say cyborg, made. It's very debilitating but definitely non-lethal.

"How can you be so sure?" Matt asked.

Because of the speed of the infection. If it were lethal it would have affected the heart, brain and all other motor functions by now. They would be already dead. No, this was intended to sicken but not kill. There's another interesting point. This pathogen was designed to infect humans, specifically morph-capable humans only.

"You mean us," Cody realised in horror.

Everyone was alarmed and disgusted all at once. They'd never faced biological or chemical weapons before.

"If it's so potent, how come we're not infected?" Melissa wondered.

From what you told me the pathogen isn't airborne, it's liquid based and probably enters the target through skin absorption. Hence the use of those grenades.

Estro nodded in understanding. "This tells us a lot about VENOM's strategy regarding you. He wants you all alive for conversion like Jake."

Matt frowned. "He's planning to make us all Executors and Kurgans? Why?" 

"I'd guess he has a high opinion of all of you. I can see why, you beat my race and then the Chelraks. He sees you as good assets."  
"What makes that hunk of junk think we'll ever give up to him?" Melissa snorted. "He got lucky with Jake, he'd never control us."  
Don't be so sure, Raikal said. I analysed that liquid you brought back. I've never seen such a potent concoction in my life.

"Don't keep us in suspense. What is it?" Estro asked.

I would say that it's a supplement to the standard brainwashing and mind-control that VENOM must use. It's a concentrated mixture of stimulants, adrenaline, endorphins and psychotropics.

That got a blank expression from the Animorphs. "Uh, would you run that past me again?" Tobias finally said.

"He means it helps reinforce VENOM's control of his cyborgs and boosts their effectiveness in combat," Estro explained. "Psychotropic drugs enhance aggression, adrenaline and stimulants increase reflexes and combat performance and endorphins are literal pleasure stimulators. No doubt they kick in when the subject kills someone or obeys VENOM. Mind control and combat enhancement all in one nice tidy little package."  
Yes. Plus the drug is extremely pleasurable and gives a high feeling of euphoria.

"So it's more addictive than crack cocaine," Tobias sighed. "It'll be even harder to get them off being cyborgs with that sort of control.

Yes. Amazing isn't it? Raikal added.

It's obscene! Alloran raged. His time as a controller seemed a life of luxury compared to this.

It's not all bad news. The drug has to be constantly pumped into the subject or the effects will disappear quickly. If you could find the source…"  
"We could do some real damage to VENOM!" Cody grinned. 

Matt joined in. "Yeah. Nothing like a few zoned out cyborgs to ruin his day!"

"Maybe," Tobias agreed. "But we'd do better if we were at full strength. Any chance of a cure for the others?"  
Not at the moment, Raikal said gloomily. The pathogen is very complex in size and structure. It's going to take a lot of time to analyse it fully, much less make an antidote for it.

Estro grimaced. "Time we don't have. VENOM's trying to take us out of play so he can finish his invasion. We can't afford to be bogged down like this!"  
"So what can we do?" Tobias asked.

"You've got to go back to that base and find the antidote to this pathogen."  
"What if VENOM didn't make one?" Cody asked.

"Oh, he'll have made one alright. The thing about bio-weapons is they can always be a threat to those deploying them as those on the receiving end. Besides, if he wants you as cyborgs, it won't do him much good if you're all as sick as dogs, right?"

"But it's the main base we've got to get into this time, right? With just the 4 of us?" Melissa was starting to dread this.

"Yes, that's where I'd put a weapons lab like that," Estro said grimly.

Then I should go too, Malarnex said as he entered the shuttle. They will be expecting such a move from us so we must give all we have to it.

Tobias sighed. He was now the most senior and experienced Animorph and all he had were 3 rookies backing him. "Yeah. I just hope it's enough…"

****

VENOM's main base

"You are certain you infected them?" VENOM was asking.

"We scored direct hits on 5 at least," Executor replied. "It should have taken effect by now if it works."  
"Let's hope it has. Our other problems are getting worse," Kurgan growled. 

VENOM, for once, sounded concerned. "Yes, I know. I do not understand how a weak species like this could prove so problematic."

"This is not the only problem we have," Jerek broke in. "The Andalite fleet is taking advantage of the halt in our offensives. They're hitting back hard. Unless we find some way of stabilising the situation here and stopping their countermove we will soon find ourselves losing this war."

"Then we must accelerate our program, despite the situation here. Commander Jerek, you will leave for the fleet flagship immediately along with Cyborg Leader Kurgan. I have a new strategy to deal with the Andalite problem. As for you, Cyborg Leader Executor, your job here is not finished. The remaining human morphers will undoubtedly strike here in an attempt to steal the antidote for their friends. Make sure you deal with this…appropriately."  
"Don't worry VENOM. What's left are only novices. And…" Executor grinned coldly. "If I may, can I suggest that Cyborg Leader Kurgan stays here too? We work well together, and besides, I'm sure Matt and Cody would LOVE to see him again!"

Kurgan chuckled. "Yes, I'm sure they would. Let me stay, VENOM. Those 2 eluded me once. They won't again, I'll make sure of that. When you come back…we'll have a the makings of a new cyborg family!"

Their laughter would have sent a chill up even the toughest spine…

TO BE CONTINUED…


End file.
